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Creative Media & Community Trust Corporation — Major Shareholding Notification 2021
Jun 16, 2021
6737_rns_2021-06-16_378e6b00-d18a-4781-aeca-720dd98e16bd.pdf
Major Shareholding Notification
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SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
CIM Commercial Trust Corporation
(Name of Issuer)
Common Stock, \$0.001 par value (Title of Class of Securities)
125525584 (CUSIP Number)
Greg Morillo c/o Lionbridge Capital I LP 600 Madison Avenue, 24th Floor New York, New York 10022 (212) 300-8003 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With a Copy to:
Robert E. Robotti Robotti & Company, Incorporated One Grand Central Place 60 East 42nd Street, Suite 3100 New York, NY 10165-0057 (212) 986-4800
Michael L. Ashner Winthrop Realty Partners, L.P. Two Liberty Square 9th Floor Boston, MA 02109 617-570-4600
June 10, 2021 (Date of Event Which Requires Filing This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f), or Rule 13d-1(g), check the following box. [ ]
| 1. | Name of Reporting Persons | ||||
|---|---|---|---|---|---|
| Lionbridge Capital I, LP* | |||||
| 2. | (a) [X] | (b) [ ] | Check the appropriate box if a member of a group (see instructions) | ||
| 3. | SEC use only | ||||
| 4. | WC | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. Citizen or Place of Organization Delaware |
|||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 183,339 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 183,339 |
|||
| 11. | 183,339 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 12. | [ ] | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||
| 13. | 1.23% | Percent of Class Represented by amount in Row (11) | |||
| 14. | Type of Reporting Person PN |
| 1. | Name of Reporting Persons Lionbridge Capital, LP* |
||||
|---|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) [X] (b) [ ] |
||||
| 3. | SEC use only | ||||
| 4. | WC | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. Citizen or Place of Organization Delaware |
|||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 60,761 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 60,761 |
|||
| 11. | 60,761 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 12. | [ ] | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||
| 13. | Less than 1% | Percent of Class Represented by amount in Row (11) | |||
| 14. | Type of Reporting Person PN |
| 1. | Name of Reporting Persons Lionbridge Capital GP, LLC* |
||||
|---|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) [X] (b) [ ] |
||||
| 3. | SEC use only | ||||
| 4. | AF | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization Delaware |
||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 183,339 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 183,339 |
|||
| 11. | 183,339 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 12. | [ ] | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||
| 13. | 1.23% | Percent of Class Represented by amount in Row (11) | |||
| 14. | Type of Reporting Person OO |
| 1. | Name of Reporting Persons Lionbridge GP, LLC* |
||||
|---|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) [X] (b) [ ] |
||||
| 3. | SEC use only | ||||
| 4. | AF | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization Delaware |
||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 60,761 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 60,761 |
|||
| 11. | 60,761 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 12. | [ ] | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||
| 13. | Less than 1% | Percent of Class Represented by amount in Row (11) | |||
| 14. | Type of Reporting Person OO |
| 1. | Name of Reporting Persons | |||||
|---|---|---|---|---|---|---|
| Lionbridge Asset Management, LLC* | ||||||
| 2. | Check the appropriate box if a member of a group (see instructions) | |||||
| (a) [X] | (b) [ ] | |||||
| 3. | SEC use only | |||||
| 4. | Source of Funds (see instructions) | |||||
| AF | ||||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||||
| 6. | Citizen or Place of Organization | |||||
| Delaware | ||||||
| 7. | Sole Voting Power | |||||
| Number of | 0 | |||||
| Shares | 8. | Shared Voting Power | ||||
| Beneficially | 244,100 | |||||
| Owned By | 9. | Sole Dispositive Power | ||||
| Each | 0 | |||||
| Reporting Person With |
10. | Shared Dispositive Power | ||||
| 244,100 | ||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| 244,100 | ||||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||||
| [ ] | ||||||
| 13. | Percent of Class Represented by amount in Row (11) | |||||
| 1.64% | ||||||
| 14. | Type of Reporting Person | |||||
| OO |
| 1. | Name of Reporting Persons Greg Morillo* |
||||
|---|---|---|---|---|---|
| 2. | (a) [X] | Check the appropriate box if a member of a group (see instructions) (b) [ ] |
|||
| 3. | SEC use only | ||||
| 4. | AF | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | United States | Citizen or Place of Organization | |||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 244,100 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 244,100 |
|||
| 11. | 244,100 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 12. | [ ] | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||
| 13. | 1.64% | Percent of Class Represented by amount in Row (11) | |||
| 14. | Type of Reporting Person IN, HC |
| 1. | Name of Reporting Persons | |||||
|---|---|---|---|---|---|---|
| The Ravenswood Investment Company L.P.* | ||||||
| 2. | Check the appropriate box if a member of a group (see instructions) | |||||
| (a) [X] | (b) [ ] | |||||
| 3. | SEC use only | |||||
| 4. | Source of Funds (see instructions) | |||||
| WC | ||||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||||
| 6. | Citizen or Place of Organization | |||||
| Delaware | ||||||
| 7. | Sole Voting Power | |||||
| Number of | 0 | |||||
| Shares | 8. | Shared Voting Power | ||||
| Beneficially | 293,415 | |||||
| Owned By | 9. | Sole Dispositive Power | ||||
| Each Reporting Person With |
0 | |||||
| 10. | Shared Dispositive Power | |||||
| 293,415 | ||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| 293,415 | ||||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||||
| [ ] | ||||||
| 13. | Percent of Class Represented by amount in Row (11) | |||||
| 1.98% | ||||||
| 14. | Type of Reporting Person | |||||
| PN |
| 1. | Name of Reporting Persons | ||||
|---|---|---|---|---|---|
| Ravenswood Investments III, L.P.* | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) | ||||
| (a) [X] | (b) [ ] | ||||
| 3. | SEC use only | ||||
| 4. | Source of Funds (see instructions) | ||||
| WC | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization | ||||
| New York | |||||
| 7. | Sole Voting Power | ||||
| Number of | 0 | ||||
| Shares | 8. | Shared Voting Power | |||
| Beneficially | 174,135 | ||||
| Owned By | 9. | Sole Dispositive Power | |||
| Each | 0 | ||||
| Reporting Person With |
10. | Shared Dispositive Power | |||
| 174,135 | |||||
| 11. Aggregate Amount Beneficially Owned by Each Reporting Person |
|||||
| 174,135 | |||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | ||||
| [ ] | |||||
| 13. | Percent of Class Represented by amount in Row (11) | ||||
| 1.17% | |||||
| 14. | Type of Reporting Person | ||||
| PN |
| 1. | Name of Reporting Persons | |||||
|---|---|---|---|---|---|---|
| Ravenswood Management Company, LLC* | ||||||
| 2. | Check the appropriate box if a member of a group (see instructions) | |||||
| (a) [X] | (b) [ ] | |||||
| 3. | SEC use only | |||||
| 4. | Source of Funds (see instructions) | |||||
| AF | ||||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||||
| 6. | Citizen or Place of Organization | |||||
| New York | ||||||
| 7. | Sole Voting Power | |||||
| Number of | 0 | |||||
| Shares | 8. | Shared Voting Power | ||||
| Beneficially | 467,550 | |||||
| Owned By | 9. | Sole Dispositive Power | ||||
| Each | 0 | |||||
| Reporting | 10. | Shared Dispositive Power | ||||
| Person With | 467,550 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| 467,550 | ||||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||||
| [ ] | ||||||
| 13. | Percent of Class Represented by amount in Row (11) | |||||
| 3.15% | ||||||
| 14. | Type of Reporting Person | |||||
| HC |
| 1. | Name of Reporting Persons | ||||
|---|---|---|---|---|---|
| Robotti & Company Advisors, LLC* | |||||
| 2. | (a) [X] | Check the appropriate box if a member of a group (see instructions) (b) [ ] |
|||
| 3. | SEC use only | ||||
| 4. | WC | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization New York |
||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 467,550 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 467,550 |
|||
| 11. | 467,550 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 12. | [ ] | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||
| 13. | 3.15% | Percent of Class Represented by amount in Row (11) | |||
| 14. | IA, OO | Type of Reporting Person |
| 1. | Name of Reporting Persons | ||||
|---|---|---|---|---|---|
| Robotti & Company, Incorporated* | |||||
| 2. | (a) [X] | Check the appropriate box if a member of a group (see instructions) (b) [ ] |
|||
| 3. | SEC use only | ||||
| 4. | AF | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. Citizen or Place of Organization New York |
|||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 467,550 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 467,550 |
|||
| 11. | 467,550 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 12. | [ ] | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||
| 13. | 3.15% | Percent of Class Represented by amount in Row (11) | |||
| 14. | Type of Reporting Person HC, OO |
| 1. | Name of Reporting Persons Robert E. Robotti* |
||||
|---|---|---|---|---|---|
| 2. | (a) [X] | Check the appropriate box if a member of a group (see instructions) (b) [ ] |
|||
| 3. | SEC use only | ||||
| 4. | AF | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. Citizen or Place of Organization United States |
|||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 467,550 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 467,550 |
|||
| 11. | 467,550 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 12. | [ ] | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||
| 13. | 3.15% | Percent of Class Represented by amount in Row (11) | |||
| 14. | IN, HC | Type of Reporting Person |
| 1. | Name of Reporting Persons Thomas D. Ferguson* |
||||
|---|---|---|---|---|---|
| 2. | (a) [X] | Check the appropriate box if a member of a group (see instructions) (b) [ ] |
|||
| 3. | SEC use only | ||||
| 4. | OO | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization United States |
||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 0 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 0 |
|||
| 11. | 0 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 12. | [ ] | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||
| 13. | 0% | Percent of Class Represented by amount in Row (11) | |||
| 14. | IN | Type of Reporting Person |
| 1. | Name of Reporting Persons Mark C. Gelnaw* |
||||
|---|---|---|---|---|---|
| 2. | (a) [X] | Check the appropriate box if a member of a group (see instructions) (b) [ ] |
|||
| 3. | SEC use only | ||||
| 4. | OO | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization United States |
||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 0 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 0 |
|||
| 11. | 0 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 12. | [ ] | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||
| 13. | 0% | Percent of Class Represented by amount in Row (11) | |||
| 14. | IN | Type of Reporting Person |
| 1. | Name of Reporting Persons | ||||
|---|---|---|---|---|---|
| Raymond V. Marino II* | |||||
| 2. | (a) [X] | Check the appropriate box if a member of a group (see instructions) (b) [ ] |
|||
| 3. | SEC use only | ||||
| 4. | OO | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization United States |
||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 0 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 0 |
|||
| 11. | 0 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 12. | [ ] | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||
| 13. | 0% | Percent of Class Represented by amount in Row (11) | |||
| 14. | IN | Type of Reporting Person |
| 1. | Name of Reporting Persons John S. Moran* |
||||
|---|---|---|---|---|---|
| 2. | (a) [X] | Check the appropriate box if a member of a group (see instructions) (b) [ ] |
|||
| 3. | SEC use only | ||||
| 4. | PF | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization United States |
||||
| Number of | 7. | Sole Voting Power 35,859 |
|||
| Shares Beneficially |
8. | Shared Voting Power 0 |
|||
| Owned By Each |
9. | Sole Dispositive Power 35,859 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 0 |
|||
| 11. | 35,859 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 12. | [ ] | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||
| 13. | Less than 1% | Percent of Class Represented by amount in Row (11) | |||
| 14. | IN | Type of Reporting Person |
| 1. | Name of Reporting Persons | Winthrop Realty Partners, L.P.* | |||
|---|---|---|---|---|---|
| 2. | (a) [X] | (b) [ ] | Check the appropriate box if a member of a group (see instructions) | ||
| 3. | SEC use only | ||||
| 4. | WC | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization Maryland |
||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 148,976 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 148,976 |
|||
| 11. | 148,976 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 12. | [ ] | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||
| 13. | 1% | Percent of Class Represented by amount in Row (11) | |||
| 14. | Type of Reporting Person PN |
| 1. | Name of Reporting Persons | ||||
|---|---|---|---|---|---|
| 2. | Winthrop Strategic Real Estate Fund, L.P.* Check the appropriate box if a member of a group (see instructions) (a) [X] (b) [ ] |
||||
| 3. | SEC use only | ||||
| 4. | WC | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. Citizen or Place of Organization Delaware |
|||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 100 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 100 |
|||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 100 |
||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
||||
| 13. | Percent of Class Represented by amount in Row (11) Less than 1% |
||||
| 14. | Type of Reporting Person PN |
| 1. | Name of Reporting Persons | |||
|---|---|---|---|---|
| Winthrop Strategic Real Estate Fund GP LLC* | ||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) [X] (b) [ ] |
|||
| 3. | SEC use only | |||
| 4. | Source of Funds (see instructions) AF |
|||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||
| 6. | Citizen or Place of Organization Delaware |
|||
| Number of | 7. | Sole Voting Power 0 |
||
| Shares Beneficially |
8. | Shared Voting Power 100 |
||
| Owned By Each |
9. | Sole Dispositive Power 0 |
||
| Reporting Person With |
10. | Shared Dispositive Power 100 |
||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 100 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
|||
| 13. | Percent of Class Represented by amount in Row (11) Less than 1% |
|||
| 14. | Type of Reporting Person PN |
| 1. | Name of Reporting Persons | |||
|---|---|---|---|---|
| 2. | Winthrop Debt Partners LLC* Check the appropriate box if a member of a group (see instructions) (a) [X] (b) [ ] |
|||
| 3. | SEC use only | |||
| 4. | Source of Funds (see instructions) AF |
|||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||
| 6. | Citizen or Place of Organization Delaware |
|||
| Number of | 7. | Sole Voting Power 0 |
||
| Shares Beneficially |
8. | Shared Voting Power 100 |
||
| Owned By Each |
9. | Sole Dispositive Power 0 |
||
| Reporting Person With |
10. | Shared Dispositive Power 100 |
||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 100 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
|||
| 13. | Percent of Class Represented by amount in Row (11) Less than 1% |
|||
| 14. | Type of Reporting Person PN |
| 1. | Name of Reporting Persons Michael L. Ashner* |
||||
|---|---|---|---|---|---|
| 2. | (a) [X] | Check the appropriate box if a member of a group (see instructions) (b) [ ] |
|||
| 3. | SEC use only | ||||
| 4. | AF | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) X |
||||
| 6. | Citizen or Place of Organization United States |
||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 149,076 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 149,075 |
|||
| 11. | 149,075 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 12. | [ ] | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||
| 13. | 1% | Percent of Class Represented by amount in Row (11) | |||
| 14. | Type of Reporting Person IN |
Explanatory Note
The Reporting Persons filed an amended and restated Schedule 13D with the Securities and Exchange Commission (SEC) on May 27, 2021, which was amended by Amendment No. 2, as filed with the SEC on June 10, 2021 (collectively, the "Amended Schedule 13D"). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Amended Schedule 13D.
The Amended Schedule 13D is hereby amended as follows:
Item 4. Purpose of Transaction
Item 4 of the Amended Schedule13D is hereby supplemented as set forth below.
On June 10, 2021, the Reporting Persons requested that the Board of Directors of the Issuer (the "Board") grant a waiver (the "Waiver") with respect to the "Aggregate Stock Ownership Limit" and the "Common Stock Ownership Limit" as set forth in the Issuer's charter to permit each of the Reporting Persons to acquire, after aggregating their respective beneficial ownership or constructive ownership of shares of capital stock with the other Reporting Persons: (i) up to 19.9% in value or in the number of shares, whichever is more restrictive, of the aggregate of the outstanding shares of capital stock, excluding any outstanding shares of capital stock not treated as outstanding for federal income tax purposes and (ii) up to 19.9% in value or in number of shares, whichever is more restrictive, of the aggregate of the outstanding shares of common stock of the Issuer excluding any outstanding shares of common stock not treated as outstanding for federal income tax purposes. The letter requesting the waiver is attached hereto as Exhibit 99.9 and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Amended Schedule13D is hereby supplemented as set forth below.
No Reporting Person has not entered into any transactions in securities of the Issuer since June 7, 2021.
Item 7. Material to be Filed as Exhibits
Item 7 of the Amended and Restated 13D is hereby amended and restated as set forth below.
| Exhibit 99.1 | Agreement, dated as of November 20, 2020, by and between Lionbridge Capital and Robotti Advisors - Previously Filed. |
|---|---|
| Exhibit 99.2 | Joint Filing and Solicitation Agreement, dated as of December 31, 2020, by and among each of the Reporting Persons - Previously Filed. |
| Exhibit 99.3 | Press Release, dated January 13, 2021, and text of referenced letter to the Issuer, dated January 13, 2021 - Previously Filed. |
| Exhibit 99.4 | Form of Indemnification Letter Agreement - Previously Filed. |
- Exhibit 99.5 13D Group Agreement Previously Filed.
- Exhibit 99.6 Press Release and Letter to Stockholders dated May 25, 2021 Previously Filed.
- Exhibit 99.7 Joinder Agreement to 13D Group Agreement Previously Filed.
- Exhibit 99.8 Press Release dated June 9, 2021 Previously Filed.
- Exhibit 99.9 Letter to Issuer dated June 10, 2021 Filed Herewith.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: June 11, 2021
Lionbridge Capital I LP
By: Lionbridge Capital GP, LLC, its General Partner
By: /s/ Greg Morillo Name: Greg Morillo Title: Managing Member
Lionbridge Capital LP By: Lionbridge GP, LLC, its General Partner
By: /s/ Greg Morillo Name: Greg Morillo Title: Managing Member
Lionbridge Capital GP, LLC
By: /s/ Greg Morillo Name: Greg Morillo Title: Managing Member
Lionbridge GP, LLC
By: /s/ Greg Morillo Name: Greg Morillo Title: Managing Member
Lionbridge Asset Management, LLC
By: /s/ Greg Morillo Name: Greg Morillo Title: Managing Member
Ravenswood Management Company, LLC
By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: Managing Director
The Ravenswood Investment Company L.P.
By: Ravenswood Management Company, LLC, its General Partner
By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: Managing Director
Ravenswood Investments III, L.P.
By: Ravenswood Management Company, LLC, its General Partner
By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: Managing Director
Robotti & Company Advisors, LLC
By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: President and Treasurer
Robotti & Company, Incorporated
By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: President and Treasurer
Winthrop Realty Partners, L.P.
By: /s/ Michael L. Ashner Name: Michael L. Ashner Title: Chief Executive Officer
Winthrop Strategic Real Estate Fund, L.P.
- By: Winthrop Strategic Real Estate Fund GP LLC General Partner
- By: Winthrop Debt Partners LLC Sole Member
By: /s/ Michael L. Ashner Name: Michael L. Ashner Title: Chief Executive Officer
Winthrop Strategic Real Estate Fund GP LLC
By: Winthrop Debt Partners LLC Sole Member
By: /s/ Michael L. Ashner Name: Michael L. Ashner Title: Chief Executive Officer
Winthrop Debt Partners LLC
By: /s/ Michael L. Ashner Name: Michael L. Ashner Title: Chief Executive Officer
Individuals:
/s/ Greg Morillo Greg Morillo
/s/ Robert E. Robotti Robert E. Robotti
/s/ Thomas D. Ferguson Thomas D. Ferguson
/s/ Mark C. Gelnaw Mark C. Gelnaw
/s/ Raymond V. Marino II Raymond V. Marino II
/s/ John S. Moran John S. Moran
/s/ Michael L. Ashner Michael L. Ashner
June 10, 2021
Mr. Richard Ressler Chairman of the Board CIM Commercial Trust Corporation c/o Corporate Secretary 17950 Preston Road Suite 600 Dallas, Texas 75252
Dear Mr. Richard Ressler:
Reference is made to the Articles of Amendment and Restatement of CIM Commercial Trust Corporation ("CMCT") (as amended, the "Charter"). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Charter.
As you are aware, Winthrop Realty Partners, L.P., Winthrop Strategic Real Estate Fund, L.P., Winthrop Strategic Real Estate Fund GP LLC, Winthrop Debt Partners LLC, Michael L. Ashner, Lionbridge Capital, LP, Lionbridge Capital I, LP, Lionbridge Capital GP, LLC, Lionbridge GP, LLC, Lionbridge Asset Management, LLC, Greg Morillo, The Ravenswood Investment Company L.P., Ravenswood Investments III, LP, Ravenswood Management Company, LLC, Robotti & Company Advisors, LLC, Robotti & Company, Incorporated, Robert E. Robotti, Thomas D. Ferguson, Mark C. Gelnaw, Raymond V. Marino II and John S. Moran (collectively, the "Group"), filed collectively, as a group, a Schedule 13D, and amendments thereto, with the Securities and Exchange Commission with respect to their respective ownership of shares of Common Stock of CMCT.
This letter shall serve as the Group's request that the Board of Directors of CMCT (the "Board") grant a waiver (the "Waiver") with respect to the Aggregate Stock Ownership Limit and the Common Stock Ownership Limit as set forth in the Charter to permit each of the members of the Group to acquire, after aggregating their respective Beneficial Ownership or Constructive Ownership of shares of Capital Stock with the other members of the Group: (i) up to 19.9% in value or in the number of shares, whichever is more restrictive, of the aggregate of the outstanding shares of Capital Stock, excluding any outstanding shares of Capital Stock not treated as outstanding for federal income tax purposes and (ii) up to 19.9% in value or in number of shares, whichever is more restrictive, of the aggregate of the outstanding shares of Common Stock of CMCT excluding any outstanding shares of Common Stock not treated as outstanding for federal income tax purposes (collectively, the "Excepted Holder Limit"). We note that the Excepted Holder Limit requested herein reflects a request by the Group that it be subject to the same percentage limit enumerated in the waiver granted by the Board to affiliates of CIM Group, L.P.
In connection with the Waiver requested hereby, each of the members of the Group hereby represents that:
(i) None of the members of the Group, other than Messrs. Ashner, Morillo, Robotti, Ferguson, Gelnaw, Marino and Moran, is an individual for purposes of Section 542(a)(2) of the Internal Revenue Code (determined after taking into account Section 856(h) of the Internal Revenue Code);
- (ii) no Person that (a) is a direct or indirect owner of any of the members of the Group and (b) is treated as an individual under Section 542(a)(2) of the Code (determined after taking into account Section 856(h) of the Code) Beneficially Owns or Constructively Owns, or in the future will Beneficially Own or Constructively Own, Capital Stock in excess of the Aggregate Stock Ownership Limit or the Common Stock Ownership Limit; and
- (iii) no Person that is a direct or indirect owner of any of the members of the Group Constructively Owns, or in the future will Constructively Own, Capital Stock in excess of the Aggregate Stock Ownership Limit or the Common Stock Ownership Limit.
In light of the anticipated Rights Offering by CMCT, we would request a prompt granting of this Waiver particularly in light of the fact that our representations above would alleviate the basis for the inclusion of the Aggregate Stock Ownership Limit and Common Stock Ownership Limit in the Charter to ensure CMCT satisfies the 5/50 rule for real estate investment trusts.
To the extent that the Waiver is not granted by the Board, this letter shall immediately become void and have no further legal force or effect.
On behalf of the Group,
Very truly yours,
/s/ Michael L. Ashner
Michael L. Ashner Winthrop Realty Partners, L.P.
cc: Mr. Douglas Bech Ms. Marcie D. Edwards Mr. Kelly Eppich Mr. Frank Golay, Jr. Mr. Shaul Kuba Mr. Avraham Shemesh
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [ ] Filed by a Party other than the Registrant [X]
Check the appropriate box:
- [ ] Preliminary Proxy Statement
- [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
- [ ] Definitive Proxy Statement
- [ ] Definitive Additional Materials
- [X] Soliciting Material under Rule 14a-12
CIM COMMERCIAL TRUST CORPORATION (Name of Registrant as Specified in its Charter)
LIONBRIDGE CAPITAL I, LP LIONBRIDGE CAPITAL, LP LIONBRIDGE CAPITAL GP, LLC LIONBRIDGE GP, LLC LIONBRIDGE ASSET MANAGEMENT, LLC GREGORY MORILLO THE RAVENSWOOD INVESTMENT COMPANY L.P. RAVENSWOOD INVESTMENTS III, L.P. RAVENSWOOD MANAGEMENT COMPANY, LLC ROBOTTI & COMPANY ADVISORS, LLC ROBOTTI & COMPANY, INCORPORATED ROBERT E. ROBOTTI THOMAS D. FERGUSON MARK C. GELNAW RAYMOND V. MARINO II JOHN S. MORAN WINTHROP REALTY PARTNERS, L.P. WINTHROP STRATEGIC REAL ESTATE FUND, L.P. WINTHROP STRATEGIC REAL ESTATE FUND GP LLC WINTHROP DEBT PARTNERS LLC MICHAEL L. ASHNER
Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
- [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
-
- Title of each class of securities to which transaction applies:
-
- Aggregate number of securities to which transaction applies:
-
- Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
-
- Proposed maximum aggregate value of transaction:
-
- Total fee paid:
-
- [ ] Fee paid previously with preliminary materials.
- [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
-
- Amount Previously Paid:
-
- Form, Schedule or Registration Statement No.:
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- Filing Party:
-
- Date Filed:
-
Press Release Regarding CIM Commercial Trust Corporation
Lionbridge Capital, LP, Robotti & Company Advisors, LLC, and Winthrop Realty Partners, L.P., together with the other participants named herein, issued a press release on June 9, 2021, a copy of which is attached hereto.
Important Information
This filing is not a solicitation of a proxy from any security holder of CIM Commercial Trust Corporation, a Maryland corporation (the "Company"). Lionbridge Capital, LP and Robotti & Company Advisors, LLC, together with the other participants named herein (collectively, the "Participants"), intend to file a definitive proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2021 Annual Meeting of Stockholders of CIM Commercial Trust Corporation.
Stockholders are urged to read the definitive proxy statement and GOLD proxy card when they become available, because they will contain important information about the Participants, the nominees, the Company and related matters. Stockholders may obtain a free copy of the definitive proxy statement and GOLD proxy card (when available) and other documents filed by the Participants with the SEC at the SEC's web site at www.sec.gov. The definitive proxy statement (when available) and other related SEC documents filed by the Participants with the SEC may also be obtained free of charge from the Participants.
Participants in Solicitation
The participants in the proxy solicitation are Lionbridge Capital, LP ("Lionbridge"), Lionbridge Capital I, LP ("Lionbridge I"), Lionbridge GP, LLC ("Lionbridge GP") Lionbridge Capital GP, LLC ("Lionbridge I GP"), Lionbridge Asset Management, LLC ("Lionbridge AM"), The Ravenswood Investment Company L.P. ("Ravenswood I"), Ravenswood Investments III, L.P. ("Ravenswood III"), Ravenswood Management Company, LLC ("RMC"), Robotti & Company, Incorporated ("RCI"), Robotti & Company Advisors, LLC ("RCA"), Robotti Securities, LLC, Robert E. Robotti, Gregory Morillo, Thomas Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran, Winthrop Realty Partners, L.P. ("Winthrop Realty"), Winthrop Strategic Real Estate Fund, L.P. ("Winthrop Strategic Fund"), Winthrop Strategic Real Estate Fund GP LLC ("Winthrop Strategic GP"), Winthrop Debt Partners LLC ("Winthrop Debt"), and Michael L. Ashner.
As of the date hereof, (i) Lionbridge directly owned 60,761 shares of the Company's Common Stock, \$0.001 par value per share (the "Common Stock"), (ii) Lionbridge I directly owned 183,339 shares of Common Stock; (iii) Ravenswood I directly owned 293,415 shares of Common Stock; (iv) Ravenswood III directly owned 174,135 shares of Common Stock; (v) Lionbridge GP, as the general partner of Lionbridge, may be deemed the beneficial owner of the 60,761 shares of Common Stock owned directly by Lionbridge; (vi) Lionbridge I GP as the general partner of Lionbridge I, may be deemed the beneficial owner of the 183,339 shares of Common Stock owned directly by Lionbridge I; (vii) Lionbridge AM, as the asset manager of each of Lionbridge and Lionbridge I, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (viii) Gregory Morillo, as the managing member of each of Lionbridge GP, Lionbridge I GP, LLC and Lionbridge AM, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (ix) RMC, as the general partner of each of Ravenswood I and Ravenswood III, may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (x) RCA, as the investment advisor of each of Ravenswood I and Ravenswood III may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (xi) RCI, (a) as the parent of RCA, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned by RCA, and (b) as the parent of RS, may be deemed the beneficial owner of 500 shares of Common Stock owned in a discretionary accounts managed by RS for a customer; (xii) Mr. Robotti, as the Managing Director of RMC, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned directly by Ravenswood I and Ravenswood III; (xii) Mr. Robotti, as the President of RCI, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III, for which RCA acts as investment adviser, and the 500 shares of Common Stock owned in a discretionary account managed by RS for a customer; (xiv) Winthrop directly owned 148,978 shares of Common Stock; (xv) Winthrop Strategic
Fund directly owned 100 shares of Common Stock; (xvi) Winthrop Strategic GP, as the General Partner of Winthrop Strategic Fund may be deemed to be the beneficial owner of the 100 shares of Common Stock owned directly by Winthrop Strategic Fund; (xvii) Winthrop Debt, as the sole member of Winthrop Strategic Fund GP, the General Partner of the Winthrop Strategic Fund, may be deemed to be the beneficial owner of the 100 shares of Common Stock owned directly by Winthrop Strategic Fund; and (xviii) Michael L. Ashner may be deemed to beneficially own the shares held by Winthrop and the Winthrop Strategic Fund. As of the date of hereof, Mr. John Moran was the direct beneficial owner of 35,859 shares of Common Stock and none of Messrs. Ferguson, Gelnaw or Marino II beneficially owned any shares of Common Stock.
Lionbridge / Robotti / Winthrop Group Uncovers Serious SEC Disclosure Violations by CMCT
Reveals That CMCT Has Failed to Properly Disclose its Entrenchment-Driven 6.25% Ownership Limitation Since 2019
Claims That CMCT's Failure to Comply with its Most Basic Corporate Disclosure Obligations under SEC Rules Renders the Current Rights Offering Illegal and Invalid
Reflective of a Continuing, Troubling Pattern by CMCT to Entrench Management and the Board While Disenfranchising Stockholders
Has Referred the Disclosure Violations to the SEC and Nasdaq for Independent Investigation
NEW YORK, June 9, 2021 – The shareholder group led by Lionbridge Capital I, LP and its affiliates, Robotti & Company, Inc. and its affiliates, and Winthrop Realty Partners, L.P. and its affiliates, who collectively own 897,085 shares, or approximately 6.0% of the outstanding shares of CIM Commercial Trust Corporation ("CMCT" or the "Company") (NASDAQ: CMCT and TASE: CMCT-L), today issued the following statement in connection with a severe disclosure omission and debilitating material misstatements by CMCT that the group has uncovered under the rules of the Securities and Exchange Commission (the "SEC"), which serves to revoke CMCT's Form S-3 eligibility for its current Rights Offering:
"The Company purports to have amended its Charter at some point during the fall of 2019 to decrease the beneficial ownership limitation applicable to its stockholders from 9.8% to 6.25%. As recently as June 1, 2021, CMCT disclosed in its preliminary prospectus supplement for the Rights Offering that its 'charter prohibits any person from acquiring or holding, directly or indirectly, shares of [our] capital stock in excess of 6.25%, in number of shares or value, whichever is more restrictive.' A beneficial ownership limitation of 6.25% under the Charter is also cited in numerous filings CMCT has made with the SEC since October 2, 2019, including its Annual Reports on Form 10-K. However, CMCT failed to disclose this purported amendment to its Charter on a Form 8-K, which is a clear requirement under SEC rules. The purpose of Form 8-K is to provide investors with real time disclosure of important corporate events. Generally, a Form 8-K must be filed with the SEC within four business days of the event that triggers disclosure. When a company amends it charter or bylaws, Item 5.03(a) of the General Instructions to Form 8-K requires that such company disclose on a Form 8-K the effective date of the amendment, and a description of the provision adopted or changed by amendment and, if applicable, the previous provision. No such disclosure has ever been made by CMCT with respect to its purported Charter amendment, despite the fact that the Company has made multiple other corporate governance disclosures on Form 8-K."
"There is little doubt that CMCT understands that charter amendments are required to be filed on Form 8-K with the SEC: CMCT disclosed and filed two amendments to its Charter on a Form 8-K on September 6, 2019, in connection with its 1-for-3 reverse stock split and reversion of the par value of its issued and outstanding common stock to \$0.001 per share. Yet, nowhere to be found among its SEC filings is any Form 8-K that discloses the Charter amendment that purportedly lowered the beneficial ownership limitation from 9.8% to 6.25%. Similarly, we have not seen any filings made with the Maryland Department of Assessments and Taxation in connection with the purported Charter amendment."
"A material SEC filing omission such as this, where a purported Charter amendment relates to fundamental stockholder rights and attempts to limit stockholder influence, is a grave offense. As we have informed the SEC and Nasdaq under separate cover, the consequence of these SEC disclosure violations is ineligibility to use the Company's shelf registration on Form S-3 for the Rights Offering. To use Form S-3, a company must, among other things, have been subject to reporting under the Securities Exchange Act of 1934 for at least twelve full calendar months preceding the filing of the Form S-3 and have filed all required reports during that period. Form 8-K is required to be filed upon the occurrence of specified material events, and failure to comply with this requirement results in loss of Form S-3 eligibility. Specifically, a company's failure to file a Form 8-K under Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, will result in Form S-3 ineligibility. We have no way of knowing the exact date of the purported Charter amendment or whether it was appropriately effected. However, because CMCT failed to file it, the Form S-3 must be declared ineffective."
"These disclosure violations are extremely serious. Misleading stockholders with respect to material rights attached to their securities not only causes such investors to be misled, but also has a sweeping, chilling effect on the market. In our view the Company is not using the 6.25% ownership limitation to protect its REIT status, but to stifle existing and potential stockholders from participating in this flawed Rights Offering."
"In addition to the SEC's broad and severe enforcement options for an issuer's failure to timely file a report on Form 8-K, there are also exchange implications for the Company under Nasdaq listing standards Rule 5250(b)(1) and Rule 5810(b). While all insufficient disclosure is reflective of inappropriate internal controls, we believe that CMCT's failure to abide even by the most basic corporate disclosure requirements is indicative of much more pervasive governance problems and fiduciary failures at the Company."
"We have previously detailed the many ways in which CMCT stockholders have long suffered under an unresponsive, underperforming, entrenched Board. The Board has refused to engage with us regarding our slate of five highly qualified director candidates, and is now delaying the 2021 Annual Meeting so that it can embark on a defensive, dilutive Rights Offering, with respect to which the Company's own affiliates have been granted a waiver that privileges them with regards to oversubscription, thereby further prejudicing independent stockholders. Unfortunately, it appears that we have yet to reach the nadir of irresponsible corporate stewardship at CMCT. As it is clear to us that the Company has failed to file a required Form 8-K for its purported Charter amendment, we call on the Board to immediately cease its scorched-earth tactics and engage with us constructively to address the structural issues we have identified and work to unlock stockholder value. It is time for this Board to finally acknowledge and live up its duties to represent the best interests of the 79% majority of independent stockholders, and to stop hiding behind its obstructionist governance and policies."
CONTACT:
Greg Morillo Lionbridge Capital LP Email: [email protected] Tel: (212) 300-8003
John Moran Robotti & Company Advisors LLC Email: [email protected] Tel: (646) 442-6702
Michael Ashner Winthrop Realty Partners, L.P. Email: [email protected] Tel: (516) 822-0022
Bob Marese MacKenzie Partners, Inc. Email: [email protected] Tel: (212) 929-5500
Important Information
This filing is not a solicitation of a proxy from any security holder of CIM Commercial Trust Corporation, a Maryland corporation (the "Company"). Lionbridge Capital, LP and Robotti & Company Advisors, LLC, together with the other participants named herein (collectively, the "Participants"), intend to file a definitive proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2021 Annual Meeting of Stockholders of CIM Commercial Trust Corporation.
Stockholders are urged to read the definitive proxy statement and GOLD proxy card when they become available, because they will contain important information about the Participants, the nominees, the Company and related matters. Stockholders may obtain a free copy of the definitive proxy statement and GOLD proxy card (when available) and other documents filed by the Participants with the SEC at the SEC's web site at www.sec.gov. The definitive proxy statement (when available) and other related SEC documents filed by the Participants with the SEC may also be obtained free of charge from the Participants.
Participants in Solicitation
The participants in the proxy solicitation are Lionbridge Capital, LP ("Lionbridge"), Lionbridge Capital I, LP ("Lionbridge I"), Lionbridge GP, LLC ("Lionbridge GP") Lionbridge Capital GP, LLC ("Lionbridge I GP"), Lionbridge Asset Management, LLC ("Lionbridge AM"), The Ravenswood Investment Company L.P. ("Ravenswood I"), Ravenswood Investments III, L.P. ("Ravenswood III"), Ravenswood Management Company, LLC ("RMC"), Robotti & Company, Incorporated ("RCI"), Robotti & Company Advisors, LLC ("RCA"), Robotti Securities, LLC, Robert E. Robotti, Gregory Morillo, Thomas Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran, Winthrop Realty Partners, L.P. ("Winthrop Realty"), Winthrop Strategic Real Estate Fund, L.P. ("Winthrop Strategic Fund"), Winthrop Strategic Real Estate Fund GP LLC ("Winthrop Strategic GP"), Winthrop Debt Holdings LLC ("Winthrop Debt"), and Michael L. Ashner.
As of the date hereof, (i) Lionbridge directly owned 60,761 shares of the Company's Common Stock, \$0.001 par value per share (the "Common Stock"), (ii) Lionbridge I directly owned 183,339 shares of Common Stock; (iii) Ravenswood I directly owned 293,415 shares of Common Stock; (iv) Ravenswood III directly owned 174,135 shares of Common Stock; (v) Lionbridge GP, as the general partner of Lionbridge, may be deemed the beneficial owner of the 60,761 shares of Common Stock owned directly by Lionbridge; (vi) Lionbridge I GP as the general partner of Lionbridge I, may be deemed the beneficial owner of the 183,339 shares of Common Stock owned directly by Lionbridge I; (vii) Lionbridge AM, as the asset manager of each of Lionbridge and Lionbridge I, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (viii) Gregory Morillo, as the managing member of each of Lionbridge GP, Lionbridge I GP, LLC and Lionbridge AM, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (ix) RMC, as the general partner of each of Ravenswood I and Ravenswood III, may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (x) RCA, as the investment advisor of each of Ravenswood I and Ravenswood III may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (xi) RCI, (a) as the parent of RCA, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned by RCA, and (b) as the parent of RS, may be deemed the beneficial owner of 500 shares of Common Stock owned in a discretionary accounts managed by RS for a customer; (xii) Mr. Robotti, as the Managing Director of RMC, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned directly by Ravenswood I and Ravenswood III; (xii) Mr. Robotti, as the President of RCI, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III, for which RCA acts as investment adviser, and the 500 shares of Common Stock owned in a discretionary account managed by RS for a customer; (xiv) Winthrop directly owned 148,978 shares of Common Stock; (xv) Winthrop Strategic Fund directly owned 100 shares of Common Stock; (xvi) Winthrop Strategic GP, as the General Partner of Winthrop Strategic Fund may be deemed to be the beneficial owner of the 100 shares of Common Stock owned directly by Winthrop Strategic Fund; (xvii) Winthrop Debt, as the sole member of Winthrop Strategic Fund GP, the General Partner of the Winthrop Strategic Fund, may be deemed to be the beneficial owner of the 100 shares of Common Stock owned directly by Winthrop Strategic Fund; and (xviii) Michael L. Ashner may be deemed to beneficially own the shares held by Winthrop and the Winthrop Strategic Fund. As of the date of hereof, Mr. John Moran was the direct beneficial owner of 35,859 shares of Common Stock and none of Messrs. Ferguson, Gelnaw or Marino II beneficially owned any shares of Common Stock.
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CIM Commercial Trust Corporation
(Name of Issuer)
Common Stock, \$0.001 par value (Title of Class of Securities)
125525584 (CUSIP Number)
Greg Morillo
c/o Lionbridge Capital I LP 600 Madison Avenue, 24th Floor New York, New York 10022 (212) 300-8003
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With a Copy to:
| Robert E. Robotti | Michael L. Ashner | |
|---|---|---|
| Robotti & Company, Incorporated | Winthrop Realty Partners, L.P. | |
| One Grand Central Place | Two Liberty Square | |
| 60 East 42nd Street, Suite 3100 | 9th Floor | |
| New York, NY 10165-0057 | Boston, MA 02109 | |
| (212) 986-4800 | 617-570-4600 | |
June 7, 2021 (Date of Event Which Requires Filing This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f), or Rule 13d-1(g), check the following box. [ ]
| 1. | Name of Reporting Persons | |||||
|---|---|---|---|---|---|---|
| Lionbridge Capital I, LP* | ||||||
| 2. | Check the appropriate box if a member of a group (see instructions) | |||||
| (a) [X] (b) [ ] |
||||||
| 3. | SEC use only | |||||
| 4. Source of Funds (see instructions) WC |
||||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||||
| 6. | Citizen or Place of Organization | |||||
| Delaware | ||||||
| 7. | Sole Voting Power | |||||
| Number of | 0 | |||||
| Shares | 8. | Shared Voting Power | ||||
| Beneficially Owned By Each |
183,339 | |||||
| 9. | Sole Dispositive Power | |||||
| 0 | ||||||
| Reporting Person With |
10. | Shared Dispositive Power | ||||
| 183,339 | ||||||
| 11. Aggregate Amount Beneficially Owned by Each Reporting Person 183,339 |
||||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||||
| [ ] | ||||||
| 13. | Percent of Class Represented by amount in Row (11) | |||||
| 1.23% | ||||||
| 14. | Type of Reporting Person | |||||
| PN |
| 1. | Name of Reporting Persons Lionbridge Capital, LP* |
||||
|---|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) [X] (b) [ ] |
||||
| 3. | SEC use only | ||||
| 4. | WC | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization Delaware |
||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 60,761 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 60,761 |
|||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 60,761 |
||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
||||
| 13. | Percent of Class Represented by amount in Row (11) Less than 1% |
||||
| 14. | Type of Reporting Person PN |
| 1. | Name of Reporting Persons | |||||
|---|---|---|---|---|---|---|
| Lionbridge Capital GP, LLC* | ||||||
| 2. | Check the appropriate box if a member of a group (see instructions) | |||||
| (a) [X] (b) [ ] |
||||||
| 3. | SEC use only | |||||
| 4. | Source of Funds (see instructions) | |||||
| AF | ||||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||||
| 6. | Citizen or Place of Organization | |||||
| Delaware | ||||||
| 7. | Sole Voting Power | |||||
| Number of | 0 | |||||
| Shares | 8. | Shared Voting Power | ||||
| Beneficially | 183,339 | |||||
| Owned By | 9. | Sole Dispositive Power | ||||
| Each Reporting |
0 | |||||
| 10. | Shared Dispositive Power | |||||
| Person With | 183,339 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| 183,339 | ||||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||||
| [ ] | ||||||
| 13. | Percent of Class Represented by amount in Row (11) | |||||
| 1.23% | ||||||
| 14. | Type of Reporting Person | |||||
| OO |
| 1. | Name of Reporting Persons | ||||
|---|---|---|---|---|---|
| Lionbridge GP, LLC* | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) | ||||
| (a) [X] (b) [ ] |
|||||
| 3. | SEC use only | ||||
| 4. | AF | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization Delaware |
||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially Owned By Each Reporting Person With |
8. | Shared Voting Power 60,761 |
|||
| 9. | Sole Dispositive Power 0 |
||||
| 10. | Shared Dispositive Power 60,761 |
||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 60,761 |
||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
||||
| 13. | Percent of Class Represented by amount in Row (11) Less than 1% |
||||
| 14. | Type of Reporting Person OO |
| 1. | Name of Reporting Persons | |||||
|---|---|---|---|---|---|---|
| Lionbridge Asset Management, LLC* | ||||||
| 2. | Check the appropriate box if a member of a group (see instructions) | |||||
| (a) [X] (b) [ ] |
||||||
| 3. | SEC use only | |||||
| 4. | Source of Funds (see instructions) | |||||
| 5. | AF Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||||
| 6. | Delaware | Citizen or Place of Organization | ||||
| Number of | 7. | Sole Voting Power 0 |
||||
| Shares Beneficially Owned By Each Reporting Person With |
8. | Shared Voting Power 244,100 |
||||
| 9. | Sole Dispositive Power 0 |
|||||
| 10. | Shared Dispositive Power 244,100 |
|||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 244,100 |
|||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
|||||
| 13. | Percent of Class Represented by amount in Row (11) 1.64% |
|||||
| 14. | Type of Reporting Person OO |
| 1. | Name of Reporting Persons | |||||
|---|---|---|---|---|---|---|
| Greg Morillo* | ||||||
| 2. Check the appropriate box if a member of a group (see instructions) |
||||||
| (a) [X] (b) [ ] |
||||||
| 3. | SEC use only | |||||
| 4. | Source of Funds (see instructions) | |||||
| AF | ||||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||||
| 6. | Citizen or Place of Organization | |||||
| United States | ||||||
| 7. | Sole Voting Power | |||||
| Number of | 0 | |||||
| Shares | 8. | Shared Voting Power | ||||
| Beneficially | 244,100 | |||||
| Owned By | 9. | Sole Dispositive Power | ||||
| Each | 0 | |||||
| Reporting Person With |
10. | Shared Dispositive Power | ||||
| 244,100 | ||||||
| 11. Aggregate Amount Beneficially Owned by Each Reporting Person |
||||||
| 244,100 | ||||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||||
| [ ] | ||||||
| 13. | Percent of Class Represented by amount in Row (11) | |||||
| 1.64% | ||||||
| 14. Type of Reporting Person |
||||||
| IN, HC |
| 1. | Name of Reporting Persons | ||||
|---|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) | ||||
| (a) [X] (b) [ ] |
|||||
| 3. | SEC use only | ||||
| 4. | Source of Funds (see instructions) | ||||
| WC | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization | ||||
| Delaware | |||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares | 8. | Shared Voting Power | |||
| Beneficially | 293,415 | ||||
| Owned By | 9. | Sole Dispositive Power | |||
| Each | 0 | ||||
| Reporting | 10. | Shared Dispositive Power | |||
| Person With | 293,415 | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 293,415 |
||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | ||||
| [ ] | |||||
| 13. Percent of Class Represented by amount in Row (11) |
|||||
| 1.98% | |||||
| 14. | Type of Reporting Person | ||||
| PN |
| 1. | Name of Reporting Persons | ||||
|---|---|---|---|---|---|
| Ravenswood Investments III, L.P.* | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) | ||||
| (a) [X] (b) [ ] |
|||||
| 3. | SEC use only | ||||
| 4. | Source of Funds (see instructions) | ||||
| WC | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization | ||||
| New York | |||||
| 7. | Sole Voting Power | ||||
| Number of | 0 | ||||
| Shares | 8. | Shared Voting Power | |||
| Beneficially | 174,135 | ||||
| Owned By | 9. | Sole Dispositive Power | |||
| Each | 0 | ||||
| Reporting | 10. | Shared Dispositive Power | |||
| Person With | 174,135 | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
| 174,135 | |||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | ||||
| [ ] | |||||
| 13. | Percent of Class Represented by amount in Row (11) | ||||
| 1.17% | |||||
| 14. | Type of Reporting Person | ||||
| PN |
| 1. | Name of Reporting Persons | |||||
|---|---|---|---|---|---|---|
| Ravenswood Management Company, LLC* | ||||||
| 2. | Check the appropriate box if a member of a group (see instructions) | |||||
| (a) [X] (b) [ ] |
||||||
| 3. | SEC use only | |||||
| 4. | AF | Source of Funds (see instructions) | ||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||||
| 6. Citizen or Place of Organization New York |
||||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power 0 |
||||
| 8. | Shared Voting Power 467,550 |
|||||
| 9. | Sole Dispositive Power 0 |
|||||
| 10. | Shared Dispositive Power 467,550 |
|||||
| 11. | 467,550 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
|||||
| 13. | Percent of Class Represented by amount in Row (11) 3.15% |
|||||
| 14. | Type of Reporting Person HC |
| 1. | Name of Reporting Persons | ||||||
|---|---|---|---|---|---|---|---|
| Robotti & Company Advisors, LLC* | |||||||
| 2. Check the appropriate box if a member of a group (see instructions) |
|||||||
| (a) [X] (b) [ ] |
|||||||
| 3. | SEC use only | ||||||
| 4. | Source of Funds (see instructions) | ||||||
| WC | |||||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||||
| 6. | Citizen or Place of Organization | ||||||
| New York | |||||||
| 7. | Sole Voting Power | ||||||
| Number of | 0 | ||||||
| Shares | 8. | Shared Voting Power | |||||
| Beneficially | 467,550 | ||||||
| Owned By | 9. | Sole Dispositive Power | |||||
| Each Reporting |
0 | ||||||
| Person With | 10. | Shared Dispositive Power | |||||
| 467,550 | |||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||||||
| 467,550 | |||||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | ||||||
| [ ] | |||||||
| 13. | Percent of Class Represented by amount in Row (11) | ||||||
| 3.15% | |||||||
| 14. | Type of Reporting Person | ||||||
| IA, OO |
| 1. | Name of Reporting Persons | ||||||
|---|---|---|---|---|---|---|---|
| Robotti & Company, Incorporated* | |||||||
| 2. | Check the appropriate box if a member of a group (see instructions) | ||||||
| (a) [X] (b) [ ] |
|||||||
| 3. | SEC use only | ||||||
| 4. | Source of Funds (see instructions) | ||||||
| AF | |||||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||||
| 6. | Citizen or Place of Organization | ||||||
| New York | |||||||
| 7. | Sole Voting Power | ||||||
| Number of Shares Beneficially Owned By Each |
0 | ||||||
| 8. 9. |
Shared Voting Power | ||||||
| 467,550 | |||||||
| Sole Dispositive Power | |||||||
| 0 | |||||||
| Reporting Person With |
10. | Shared Dispositive Power | |||||
| 467,550 | |||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||||||
| 467,550 | |||||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | ||||||
| [ ] | |||||||
| 13. | Percent of Class Represented by amount in Row (11) | ||||||
| 3.15% | |||||||
| 14. | Type of Reporting Person | ||||||
| HC, OO |
| 1. | Name of Reporting Persons | |||||
|---|---|---|---|---|---|---|
| Robert E. Robotti* | ||||||
| 2. | Check the appropriate box if a member of a group (see instructions) | |||||
| (a) [X] (b) [ ] |
||||||
| 3. | SEC use only | |||||
| 4. | AF | Source of Funds (see instructions) | ||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||||
| 6. | Citizen or Place of Organization United States |
|||||
| Number of | 7. | Sole Voting Power 0 |
||||
| Shares Beneficially |
8. | Shared Voting Power 467,550 |
||||
| Owned By Each Reporting Person With |
9. | Sole Dispositive Power 0 |
||||
| 10. | Shared Dispositive Power 467,550 |
|||||
| 11. | 467,550 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
|||||
| 13. | 3.15% | Percent of Class Represented by amount in Row (11) | ||||
| 14. | Type of Reporting Person IN, HC |
| 1. | Name of Reporting Persons | ||||
|---|---|---|---|---|---|
| Thomas D. Ferguson* | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) | ||||
| (a) [X] (b) [ ] |
|||||
| 3. | SEC use only | ||||
| 4. | Source of Funds (see instructions) | ||||
| OO | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization | ||||
| United States | |||||
| 7. | Sole Voting Power | ||||
| Number of | 0 | ||||
| Shares | 8. | Shared Voting Power | |||
| Beneficially Owned By |
0 | ||||
| 9. | Sole Dispositive Power | ||||
| Each | 0 | ||||
| Reporting | 10. | Shared Dispositive Power | |||
| Person With | 0 | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
| 0 | |||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | ||||
| [ ] | |||||
| 13. | Percent of Class Represented by amount in Row (11) | ||||
| 0% | |||||
| 14. | Type of Reporting Person | ||||
| IN |
| 1. Name of Reporting Persons |
||||||
|---|---|---|---|---|---|---|
| Mark C. Gelnaw* | ||||||
| 2. | Check the appropriate box if a member of a group (see instructions) | |||||
| (a) [X] (b) [ ] |
||||||
| 3. | SEC use only | |||||
| 4. | Source of Funds (see instructions) | |||||
| OO | ||||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||||
| 6. | Citizen or Place of Organization | |||||
| United States | ||||||
| 7. | Sole Voting Power | |||||
| Number of | 0 | |||||
| Shares | 8. | Shared Voting Power | ||||
| Beneficially | 0 | |||||
| Owned By | 9. | Sole Dispositive Power | ||||
| Each | 0 | |||||
| Reporting | 10. | Shared Dispositive Power | ||||
| Person With | 0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| 0 | ||||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
|||||
| 13. Percent of Class Represented by amount in Row (11) |
||||||
| 0% | ||||||
| 14. | Type of Reporting Person | |||||
| IN |
| 1. | Name of Reporting Persons | |||||
|---|---|---|---|---|---|---|
| Raymond V. Marino II* | ||||||
| 2. | Check the appropriate box if a member of a group (see instructions) | |||||
| (a) [X] (b) [ ] |
||||||
| 3. | SEC use only | |||||
| 4. | Source of Funds (see instructions) | |||||
| OO | ||||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||||
| 6. | Citizen or Place of Organization | |||||
| United States | ||||||
| 7. | Sole Voting Power | |||||
| Number of | 0 | |||||
| Shares | 8. | Shared Voting Power | ||||
| Beneficially Owned By Each Reporting |
0 | |||||
| 9. | Sole Dispositive Power | |||||
| 0 | ||||||
| Person With | 10. | Shared Dispositive Power | ||||
| 0 | ||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| 0 | ||||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||||
| [ ] | ||||||
| 13. | Percent of Class Represented by amount in Row (11) | |||||
| 0% | ||||||
| 14. Type of Reporting Person |
||||||
| IN |
| 1. | Name of Reporting Persons | ||||
|---|---|---|---|---|---|
| John S. Moran* | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) | ||||
| (a) [X] (b) [ ] |
|||||
| 3. | SEC use only | ||||
| 4. | PF | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | United States | Citizen or Place of Organization | |||
| Number of | 7. | Sole Voting Power 35,859 |
|||
| Shares Beneficially Owned By Each |
8. | Shared Voting Power 0 |
|||
| 9. | Sole Dispositive Power 35,859 |
||||
| Reporting Person With |
10. | Shared Dispositive Power 0 |
|||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 35,859 |
||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
||||
| 13. | Percent of Class Represented by amount in Row (11) Less than 1% |
||||
| 14. | Type of Reporting Person IN |
| Winthrop Realty Partners, L.P.* | ||||
|---|---|---|---|---|
| (a) [X] (b) [ ] |
||||
| SEC use only | ||||
| 3. 4. |
||||
| WC | ||||
| Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| Maryland | ||||
| 7. | Sole Voting Power | |||
| 8. | Shared Voting Power | |||
| 9. | Sole Dispositive Power | |||
| Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | ||||
| 13. | ||||
| PN | ||||
| Number of Shares Beneficially Owned By Each Reporting Person With 148,976 [ ] 1% |
Name of Reporting Persons Source of Funds (see instructions) Citizen or Place of Organization 10. Type of Reporting Person |
Check the appropriate box if a member of a group (see instructions) 0 148,976 0 Shared Dispositive Power 148,976 Aggregate Amount Beneficially Owned by Each Reporting Person Percent of Class Represented by amount in Row (11) |
| 1. Name of Reporting Persons |
|||||||
|---|---|---|---|---|---|---|---|
| Winthrop Strategic Real Estate Fund L.P.* | |||||||
| 2. | Check the appropriate box if a member of a group (see instructions) | ||||||
| (a) [X] (b) [ ] |
|||||||
| 3. | SEC use only | ||||||
| 4. | Source of Funds (see instructions) | ||||||
| WC | |||||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||||
| 6. | Citizen or Place of Organization | ||||||
| Delaware | |||||||
| 7. | Sole Voting Power | ||||||
| Number of | 0 | ||||||
| Shares | 8. | Shared Voting Power | |||||
| Beneficially | 100 | ||||||
| Owned By | 9. | Sole Dispositive Power | |||||
| Each | 0 | ||||||
| Reporting | 10. | Shared Dispositive Power | |||||
| Person With | 100 | ||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||||||
| 12. | 100 | ||||||
| Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
|||||||
| 13. | Percent of Class Represented by amount in Row (11) | ||||||
| Less than 1% | |||||||
| 14. | Type of Reporting Person | ||||||
| PN |
| 1. | Name of Reporting Persons Winthrop Strategic Real Estate Fund GP LLC* |
|||
|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) [X] (b) [ ] |
|||
| 3. | SEC use only | |||
| 4. | Source of Funds (see instructions) AF |
|||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||
| 6. | Citizen or Place of Organization Delaware |
|||
| Number of | 7. | Sole Voting Power 0 |
||
| Shares Beneficially |
8. | Shared Voting Power 100 |
||
| Owned By Each |
9. | Sole Dispositive Power 0 |
||
| Reporting Person With |
10. | Shared Dispositive Power 100 |
||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 100 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
|||
| 13. | Percent of Class Represented by amount in Row (11) Less than 1% |
|||
| 14. | Type of Reporting Person PN |
| 1. | Name of Reporting Persons | ||||
|---|---|---|---|---|---|
| Winthrop Debt Partners LLC* | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) | ||||
| (a) [X] (b) [ ] |
|||||
| 3. | SEC use only | ||||
| 4. | Source of Funds (see instructions) | ||||
| AF | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization | ||||
| Delaware | |||||
| 7. | Sole Voting Power | ||||
| Number of | 0 | ||||
| Shares | 8. | Shared Voting Power | |||
| Beneficially | 100 | ||||
| Owned By | 9. | Sole Dispositive Power | |||
| Each | 0 | ||||
| Reporting | 10. | Shared Dispositive Power | |||
| Person With | 100 | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
| 100 | |||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | ||||
| [ ] | |||||
| 13. | Percent of Class Represented by amount in Row (11) | ||||
| Less than 1% | |||||
| 14. | Type of Reporting Person | ||||
| PN |
| 1. Name of Reporting Persons Michael L. Ashner* 2. Check the appropriate box if a member of a group (see instructions) (a) [X] (b) [ ] 3. SEC use only 4. Source of Funds (see instructions) AF 5. Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) X 6. Citizen or Place of Organization United States 7. Sole Voting Power Number of 0 Shares 8. Shared Voting Power Beneficially 149,076 Owned By 9. Sole Dispositive Power Each 0 Reporting 10. Shared Dispositive Power Person With 149,075 11. Aggregate Amount Beneficially Owned by Each Reporting Person 149,076 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] 13. Percent of Class Represented by amount in Row (11) 1% 14. Type of Reporting Person IN |
|||||||
|---|---|---|---|---|---|---|---|
Explanatory Note
This filing is being made to add Winthrop Strategic Real Estate Fund, L.P., Winthrop Strategic Real Estate Fund GP LLC, and Winthrop Debt Partners LLC, as a party to the 13D Group Agreement and update the holding information for Michael L. Ashner. Except as noted herein, the information for Lionbridge Capital I, LP and its affiliates (collectively, "Lionbridge") and The Ravenswood Investment Company L.P. and its affiliates (collectively, "Robotti") is not being updated and remains accurate. Winthrop Strategic Real Estate Fund, L.P., Winthrop Strategic Real Estate Fund GP LLC and Winthrop Debt Partners LLC are now participants in the solicitation by Lionbridge and Robotti to elect five highly-qualified independent directors to the board of CIM Commercial Trust Corporation. These parties are deemed to constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, by virtue of them coordinating their activities with regard to the solicitation.
The portions of the amended and restated Schedule 13D, as filed with the Securities and Exchange Commission on May 27, 2021 (the "Amended and Restated 13D"), that are not supplemented or amended below remain unchanged by the filing of this Amendment No. 2 to the Amended and Restated 13D. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Amended and Restated 13D.
Robotti Securities, LLC has ceased to be a reporting person, as it no longer beneficially owns any Shares.
Item 2. Identity and Background
Item 2 of the Amended and Restated 13D is hereby amended to eliminate reference to Robotti Securities LLC and supplemented as set forth below.
Winthrop Strategic Real Estate Fund, L.P., a Delaware limited partnership ("Winthrop Strategic Fund"), is a "Reporting Person" with respect to the Shares directly and beneficially owned by it. Michael L. Ashner is the ultimate control person of Winthrop Strategic Fund.
Winthrop Strategic Real Estate Fund GP LLC, a Delaware limited liability company ("Winthrop Strategic Fund GP"), is the General Partner of Winthrop Strategic Fund and is a "Reporting Person" with respect to the Shares directly and beneficially owned by Winthrop Strategic Fund. Michael L. Ashner is the ultimate control person of Winthrop Strategic Fund GP.
Winthrop Debt Partners LLC, a Delaware limited liability company ("Winthrop Debt"), is the sole member of Winthrop Strategic Fund GP and is a "Reporting Person" with respect to the Shares directly and beneficially owned by Winthrop Strategic Fund. Michael L. Ashner is the control person of Winthrop Debt.
The business address of each of Winthrop Strategic Fund, Winthrop Strategic Fund GP and Winthrop Debt is Two Liberty Square, 9th Floor, Boston, Massachusetts 02109.
The principal business of Winthrop Strategic Fund is to invest in real estate related assets. The principal business of Winthrop Strategic Fund GP is to serve as the general partner of Winthrop Strategic Fund. The principal business of Winthrop Debt is to hold interests in affiliated entities that invest in real estate related assets.
None of Winthrop Strategic Fund, Winthrop Strategic Fund GP and Winthrop Debt has, during the last five years, been convicted in a criminal proceeding.
None of Winthrop Strategic Fund, Winthrop Strategic Fund GP and Winthrop Debt has during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and none is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Amended and Restated 13D is hereby amended to eliminate reference to Robotti Securities, LLC and supplemented as set forth below.
The Shares purchased by Winthrop Strategic Fund were purchased with working capital in open market purchases. The aggregate purchase price of the 100 Shares beneficially owned by Winthrop Strategic Fund is approximately \$1,055, including brokerage commissions.
Item 4. Purpose of Transaction
Item 4 of the Amended and Restated 13D is hereby supplemented as set forth below.
On June 7, 2021, Winthrop Strategic Fund, Winthrop Strategic Fund GP and Winthrop Debt entered into a Joinder Agreement to the Group Agreement, which is attached hereto as Exhibit 99.7 and is incorporated herein by reference.
On June 9, 2021, the Reporting Persons issued a press release, which is attached hereto as Exhibit 99.8 and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Amended and Restated 13D is hereby amended to eliminate reference to Robotti Securities, LLC and supplemented as set forth below.
As of the close of business on June 7, 2021, the aggregate percentage of Shares reported owned by Winthrop, Winthrop Strategic Fund, Winthrop Strategic Fund GP and Winthrop Debt and Mr. Ashner is set forth below, and is based upon 14,847,742 Shares outstanding as of May 6, 2021, which is the total number of Shares reported outstanding in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2021.
A. Winthrop
(a) Winthrop directly owned 148,976 Shares.
Percentage: 1.00%
(b) 1. Sole power to vote or direct vote: 0
-
Shared power to vote or direct vote: 148,976
-
- Shared power to dispose or direct the disposition: 148,976
- (c) Winthrop has not entered into any transactions in securities of the Issuer since the date of the Amended and Restated 13D.
B. Winthrop Strategic Fund
(a) Winthrop directly owned 148,976 Shares.
Percentage: 1.00%
(b) 1. Sole power to vote or direct vote: 0
-
Shared power to vote or direct vote: 148,976
-
Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 148,976
- (c) The transactions in securities of the Issuer by Winthrop during the past 60 days are set forth below.
| Amount of Securities | Date of | ||
|---|---|---|---|
| Where and How Transaction Effected | Purchased | Price Per Share | Purchase |
| Open Market Transaction | 100 | \$10.55 | 06/07/2021 |
C. Mr. Ashner
(a) Mr. Ashner is an individual person who controls Winthrop and may be deemed the beneficial owner of the 149,076 Shares owned by Winthrop and Winthrop Strategic Fund.
(b) 1. Sole power to vote or direct vote: 0
-
Shared power to vote or direct vote: 149,076
-
Sole power to dispose or direct the disposition: 0
-
Shared power to dispose or direct the disposition: 149,076
(c) Mr. Ashner has not entered into any transactions in securities of the Issuer since the date of the Amended and Restated 13D.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Amended and Restated 13D is hereby supplemented as set forth below.
On June 7, 2021, Winthrop Strategic Fund, Winthrop Strategic Fund GP and Winthrop Debt entered into a Joinder Agreement to the Group Agreement, which is attached hereto as Exhibit 99.7 and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits |
|---|---|
| Item 7 of the Amended and Restated 13D is hereby amended and restated as set forth below. | |
| Exhibit 99.1 Agreement, dated as of November 20, 2020, by and between Lionbridge Capital and Robotti Advisors - Previously Filed. | |
| Exhibit 99.2 Joint Filing and Solicitation Agreement, dated as of December 31, 2020, by and among each of the Reporting Persons - Previously Filed. |
Exhibit 99.3 Press Release, dated January 13, 2021, and text of referenced letter to the Issuer, dated January 13, 2021 - Previously Filed.
Exhibit 99.4 Form of Indemnification Letter Agreement - Previously Filed.
Exhibit 99.5 13D Group Agreement – Previously Filed.
Exhibit 99.6 Press Release and Letter to Stockholders dated May 25, 2021 – Previously Filed.
Exhibit 99.7 Joinder Agreement to 13D Group Agreement – Filed Herewith.
Exhibit 99.8 Press Release dated June 9, 2021 – Filed Herewith.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: June 9, 2021
Lionbridge Capital I LP By: Lionbridge Capital GP, LLC, its General Partner
By: /s/ Greg Morillo Name: Greg Morillo Title: Managing Member
Lionbridge Capital LP By: Lionbridge GP, LLC, its General Partner
By: /s/ Greg Morillo Name: Greg Morillo Title: Managing Member
Lionbridge Capital GP, LLC
By: /s/ Greg Morillo Name: Greg Morillo Title: Managing Member
Lionbridge GP, LLC
By: /s/ Greg Morillo Name: Greg Morillo Title: Managing Member
Lionbridge Asset Management, LLC
By: /s/ Greg Morillo Name: Greg Morillo Title: Managing Member Ravenswood Management Company, LLC
By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: Managing Director
The Ravenswood Investment Company L.P. By: Ravenswood Management Company, LLC, its General Partner
By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: Managing Director
Ravenswood Investments III, L.P. By: Ravenswood Management Company, LLC, its General Partner
By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: Managing Director
Robotti & Company Advisors, LLC
By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: President and Treasurer
Robotti & Company, Incorporated
By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: President and Treasurer
Winthrop Realty Partners, L.P.
By:/s/ Michael L. Ashner Name: Michael L. Ashner Title: Chief Executive Officer
Winthrop Strategic Real Estate Fund, L.P.
By: Winthrop Strategic Real Estate Fund GP LLC General Partner
By: Winthrop Debt Partners LLC Sole Member
By:/s/ Michael L. Ashner Name: Michael L. Ashner Title: Chief Executive Officer
Winthrop Strategic Real Estate Fund GP LLC
By: Winthrop Debt Partners LLC Sole Member
By:/s/ Michael L. Ashner Name: Michael L. Ashner Title: Chief Executive Officer
Winthrop Debt Partners LLC
By:/s/ Michael L. Ashner Name: Michael L. Ashner Title: Chief Executive Officer Individuals:
/s/ Greg Morillo Greg Morillo
/s/ Robert E. Robotti Robert E. Robotti
/s/ Thomas D. Ferguson Thomas D. Ferguson
/s/ Mark C. Gelnaw Mark C. Gelnaw
/s/ Raymond V. Marino II Raymond V. Marino II
/s/ John S. Moran John S. Moran
/s/Michael L. Ashner Michael L. Ashner
JOINDER AGREEMENT TO 13D GROUP AGREEMENT
This JOINDER AGREEMENT TO 13D GROUP AGREEMENT is being delivered to the Parties to that certain 13D Group Agreement, dated May 25, 2021 (the "Group Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Group Agreement. The undersigned hereby join and become parties to the Group Agreement as if original signatories thereto and agree to be bound by the provisions of the Group Agreement as Parties to the Group Agreement.
Dated: June 7, 2021
Winthrop Strategic Real Estate Fund L.P.
- By: Winthrop Strategic Real Estate Fund GP LLC General Partner
- By: Winthrop Debt Holdings LLC Sole Member
By: /s/ Michael L. Ashner Name: Michael L. Ashner Title: Chief Executive Officer
Winthrop Strategic Real Estate Fund GP LLC
By: Winthrop Debt Holdings LLC Sole Member
By: /s/ Michael L. Ashner Name: Michael L. Ashner Title: Chief Executive Officer
Winthrop Debt Holdings LLC
By:_ /s/ Michael L. Ashner Name: Michael L. Ashner Title: Chief Executive Officer
Lionbridge / Robotti / Winthrop Group Uncovers Serious SEC Disclosure Violations by CMCT
Reveals That CMCT Has Failed to Properly Disclose its Entrenchment-Driven 6.25% Ownership Limitation Since 2019
Claims That CMCT's Failure to Comply with its Most Basic Corporate Disclosure Obligations under SEC Rules Renders the Current Rights Offering Illegal and Invalid
Reflective of a Continuing, Troubling Pattern by CMCT to Entrench Management and the Board While Disenfranchising Stockholders
Has Referred the Disclosure Violations to the SEC and Nasdaq for Independent Investigation
NEW YORK, June 9, 2021 – The shareholder group led by Lionbridge Capital I, LP and its affiliates, Robotti & Company, Inc. and its affiliates, and Winthrop Realty Partners, L.P. and its affiliates, who collectively own 897,085 shares, or approximately 6.0% of the outstanding shares of CIM Commercial Trust Corporation ("CMCT" or the "Company") (NASDAQ: CMCT and TASE: CMCT-L), today issued the following statement in connection with a severe disclosure omission and debilitating material misstatements by CMCT that the group has uncovered under the rules of the Securities and Exchange Commission (the "SEC"), which serves to revoke CMCT's Form S-3 eligibility for its current Rights Offering:
"The Company purports to have amended its Charter at some point during the fall of 2019 to decrease the beneficial ownership limitation applicable to its stockholders from 9.8% to 6.25%. As recently as June 1, 2021, CMCT disclosed in its preliminary prospectus supplement for the Rights Offering that its 'charter prohibits any person from acquiring or holding, directly or indirectly, shares of [our] capital stock in excess of 6.25%, in number of shares or value, whichever is more restrictive.' A beneficial ownership limitation of 6.25% under the Charter is also cited in numerous filings CMCT has made with the SEC since October 2, 2019, including its Annual Reports on Form 10-K. However, CMCT failed to disclose this purported amendment to its Charter on a Form 8-K, which is a clear requirement under SEC rules. The purpose of Form 8-K is to provide investors with real time disclosure of important corporate events. Generally, a Form 8-K must be filed with the SEC within four business days of the event that triggers disclosure. When a company amends it charter or bylaws, Item 5.03(a) of the General Instructions to Form 8-K requires that such company disclose on a Form 8-K the effective date of the amendment, and a description of the provision adopted or changed by amendment and, if applicable, the previous provision. No such disclosure has ever been made by CMCT with respect to its purported Charter amendment, despite the fact that the Company has made multiple other corporate governance disclosures on Form 8-K."
"There is little doubt that CMCT understands that charter amendments are required to be filed on Form 8-K with the SEC: CMCT disclosed and filed two amendments to its Charter on a Form 8-K on September 6, 2019, in connection with its 1-for-3 reverse stock split and reversion of the par value of its issued and outstanding common stock to \$0.001 per share. Yet, nowhere to be found among its SEC filings is any Form 8-K that discloses the Charter amendment that purportedly lowered the beneficial ownership limitation from 9.8% to 6.25%. Similarly, we have not seen any filings made with the Maryland Department of Assessments and Taxation in connection with the purported Charter amendment."
"A material SEC filing omission such as this, where a purported Charter amendment relates to fundamental stockholder rights and attempts to limit stockholder influence, is a grave offense. As we have informed the SEC and Nasdaq under separate cover, the consequence of these SEC disclosure violations is ineligibility to use the Company's shelf registration on Form S-3 for the Rights Offering. To use Form S-3, a company must, among other things, have been subject to reporting under the Securities Exchange Act of 1934 for at least twelve full calendar months preceding the filing of the Form S-3 and have filed all required reports during that period. Form 8-K is required to be filed upon the occurrence of specified material events, and failure to comply with this requirement results in loss of Form S-3 eligibility. Specifically, a company's failure to file a Form 8-K under Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, will result in Form S-3 ineligibility. We have no way of knowing the exact date of the purported Charter amendment or whether it was appropriately effected. However, because CMCT failed to file it, the Form S-3 must be declared ineffective."
"These disclosure violations are extremely serious. Misleading stockholders with respect to material rights attached to their securities not only causes such investors to be misled, but also has a sweeping, chilling effect on the market. In our view the Company is not using the 6.25% ownership limitation to protect its REIT status, but to stifle existing and potential stockholders from participating in this flawed Rights Offering."
"In addition to the SEC's broad and severe enforcement options for an issuer's failure to timely file a report on Form 8-K, there are also exchange implications for the Company under Nasdaq listing standards Rule 5250(b)(1) and Rule 5810(b). While all insufficient disclosure is reflective of inappropriate internal controls, we believe that CMCT's failure to abide even by the most basic corporate disclosure requirements is indicative of much more pervasive governance problems and fiduciary failures at the Company."
"We have previously detailed the many ways in which CMCT stockholders have long suffered under an unresponsive, underperforming, entrenched Board. The Board has refused to engage with us regarding our slate of five highly qualified director candidates, and is now delaying the 2021 Annual Meeting so that it can embark on a defensive, dilutive Rights Offering, with respect to which the Company's own affiliates have been granted a waiver that privileges them with regards to oversubscription, thereby further prejudicing independent stockholders. Unfortunately, it appears that we have yet to reach the nadir of irresponsible corporate stewardship at CMCT. As it is clear to us that the Company has failed to file a required Form 8-K for its purported Charter amendment, we call on the Board to immediately cease its scorched-earth tactics and engage with us constructively to address the structural issues we have identified and work to unlock stockholder value. It is time for this Board to finally acknowledge and live up its duties to represent the best interests of the 79% majority of independent stockholders, and to stop hiding behind its obstructionist governance and policies."
CONTACT:
Greg Morillo Lionbridge Capital LP Email: [email protected] Tel: (212) 300-8003
John Moran Robotti & Company Advisors LLC Email: [email protected] Tel: (646) 442-6702
Michael Ashner Winthrop Realty Partners, L.P. Email: [email protected] Tel: (516) 822-0022
Bob Marese MacKenzie Partners, Inc. Email: [email protected] Tel: (212) 929-5500
Important Information
This filing is not a solicitation of a proxy from any security holder of CIM Commercial Trust Corporation, a Maryland corporation (the "Company"). Lionbridge Capital, LP and Robotti & Company Advisors, LLC, together with the other participants named herein (collectively, the "Participants"), intend to file a definitive proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2021 Annual Meeting of Stockholders of CIM Commercial Trust Corporation.
Stockholders are urged to read the definitive proxy statement and GOLD proxy card when they become available, because they will contain important information about the Participants, the nominees, the Company and related matters. Stockholders may obtain a free copy of the definitive proxy statement and GOLD proxy card (when available) and other documents filed by the Participants with the SEC at the SEC's web site at www.sec.gov. The definitive proxy statement (when available) and other related SEC documents filed by the Participants with the SEC may also be obtained free of charge from the Participants.
Participants in Solicitation
The participants in the proxy solicitation are Lionbridge Capital, LP ("Lionbridge"), Lionbridge Capital I, LP ("Lionbridge I"), Lionbridge GP, LLC ("Lionbridge GP") Lionbridge Capital GP, LLC ("Lionbridge I GP"), Lionbridge Asset Management, LLC ("Lionbridge AM"), The Ravenswood Investment Company L.P. ("Ravenswood I"), Ravenswood Investments III, L.P. ("Ravenswood III"), Ravenswood Management Company, LLC ("RMC"), Robotti & Company, Incorporated ("RCI"), Robotti & Company Advisors, LLC ("RCA"), Robotti Securities, LLC, Robert E. Robotti, Gregory Morillo, Thomas Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran, Winthrop Realty Partners, L.P. ("Winthrop Realty"), Winthrop Strategic Real Estate Fund, L.P. ("Winthrop Strategic Fund"), Winthrop Strategic Real Estate Fund GP LLC ("Winthrop Strategic GP"), Winthrop Debt Holdings LLC ("Winthrop Debt"), and Michael L. Ashner.
As of the date hereof, (i) Lionbridge directly owned 60,761 shares of the Company's Common Stock, \$0.001 par value per share (the "Common Stock"), (ii) Lionbridge I directly owned 183,339 shares of Common Stock; (iii) Ravenswood I directly owned 293,415 shares of Common Stock; (iv) Ravenswood III directly owned 174,135 shares of Common Stock; (v) Lionbridge GP, as the general partner of Lionbridge, may be deemed the beneficial owner of the 60,761 shares of Common Stock owned directly by Lionbridge; (vi) Lionbridge I GP as the general partner of Lionbridge I, may be deemed the beneficial owner of the 183,339 shares of Common Stock owned directly by Lionbridge I; (vii) Lionbridge AM, as the asset manager of each of Lionbridge and Lionbridge I, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (viii) Gregory Morillo, as the managing member of each of Lionbridge GP, Lionbridge I GP, LLC and Lionbridge AM, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (ix) RMC, as the general partner of each of Ravenswood I and Ravenswood III, may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (x) RCA, as the investment advisor of each of Ravenswood I and Ravenswood III may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (xi) RCI, (a) as the parent of RCA, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned by RCA, and (b) as the parent of RS, may be deemed the beneficial owner
of 500 shares of Common Stock owned in a discretionary accounts managed by RS for a customer; (xii) Mr. Robotti, as the Managing Director of RMC, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned directly by Ravenswood I and Ravenswood III; (xii) Mr. Robotti, as the President of RCI, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III, for which RCA acts as investment adviser, and the 500 shares of Common Stock owned in a discretionary account managed by RS for a customer; (xiv) Winthrop directly owned 148,978 shares of Common Stock; (xv) Winthrop Strategic Fund directly owned 100 shares of Common Stock; (xvi) Winthrop Strategic GP, as the General Partner of Winthrop Strategic Fund may be deemed to be the beneficial owner of the 100 shares of Common Stock owned directly by Winthrop Strategic Fund; (xvii) Winthrop Debt, as the sole member of Winthrop Strategic Fund GP, the General Partner of the Winthrop Strategic Fund, may be deemed to be the beneficial owner of the 100 shares of Common Stock owned directly by Winthrop Strategic Fund; and (xviii) Michael L. Ashner may be deemed to beneficially own the shares held by Winthrop and the Winthrop Strategic Fund. As of the date of hereof, Mr. John Moran was the direct beneficial owner of 35,859 shares of Common Stock and none of Messrs. Ferguson, Gelnaw or Marino II beneficially owned any shares of Common Stock.
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ______________
SCHEDULE 13D (Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2) 1
CIM Commercial Trust Corporation (Name of Issuer)
Common Stock, \$0.001 par value (Title of Class of Securities)
125525584 (CUSIP Number)
ARNAUD AJDLER C/O ENGINE CAPITAL MANAGEMENT, LP 1345 Avenue of the Americas, 33rd Floor New York, New York 10105 212-321-0048 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 8, 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☒.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
________________________
(Continued on following pages)
1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAME OF REPORTING PERSON | |||
|---|---|---|---|---|
| ENGINE CAPITAL, L.P. | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|||
| 3 | SEC USE ONLY | |||
| 4 | ||||
| SOURCE OF FUNDS | ||||
| WC | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR | ☐ | ||
| 2(e) | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| DELAWARE | ||||
| NUMBER OF | 7 | SOLE VOTING POWER | ||
| SHARES | ||||
| BENEFICIALLY | 291,862 | |||
| OWNED BY | 8 | SHARED VOTING POWER | ||
| EACH REPORTING |
- 0 - | |||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | ||
| 291,862 | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| - 0 - | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 291,862 | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 14 | 2.0% | |||
| TYPE OF REPORTING PERSON | ||||
| PN | ||||
| 1 | NAME OF REPORTING PERSON | |||
|---|---|---|---|---|
| ENGINE JET CAPITAL, L.P. (a) ☒ |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (b) ☐ |
|||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS | |||
| WC | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR | ☐ | ||
| 2(e) | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| DELAWARE | ||||
| NUMBER OF | 7 | SOLE VOTING POWER | ||
| SHARES | ||||
| BENEFICIALLY | 64,378 | |||
| OWNED BY | 8 | SHARED VOTING POWER | ||
| EACH | ||||
| REPORTING | - 0 - | |||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | ||
| 64,378 | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| - 0 - | ||||
| 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
||||
| 12 | 64,378 | |||
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 0.4% | ||||
| 14 | TYPE OF REPORTING PERSON | |||
| PN |
| 1 | NAME OF REPORTING PERSON | |||
|---|---|---|---|---|
| ENGINE CAPITAL MANAGEMENT, LP CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
| 2 | (a) ☒ (b) ☐ |
|||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS | |||
| OO | ||||
| 5 | 2(e) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| DELAWARE | ||||
| NUMBER OF | 7 | SOLE VOTING POWER | ||
| SHARES | ||||
| BENEFICIALLY | 356,240 | |||
| OWNED BY EACH |
8 | SHARED VOTING POWER | ||
| REPORTING | - 0 - | |||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | ||
| 10 | 356,240 SHARED DISPOSITIVE POWER |
|||
| - 0 - | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 356,240 | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 2.4% | ||||
| 14 | TYPE OF REPORTING PERSON | |||
| PN |
| 1 | NAME OF REPORTING PERSON | |||
|---|---|---|---|---|
| ENGINE CAPITAL MANAGEMENT GP, LLC | (a) ☒ | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
| (b) ☐ | ||||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS | |||
| OO | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR | ☐ | ||
| 2(e) | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| DELAWARE | ||||
| NUMBER OF | 7 | SOLE VOTING POWER | ||
| SHARES | ||||
| BENEFICIALLY | 356,240 | |||
| OWNED BY | 8 | SHARED VOTING POWER | ||
| EACH | ||||
| REPORTING | - 0 - | |||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | ||
| 356,240 | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| - 0 - | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 356,240 | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 2.4% | ||||
| 14 | TYPE OF REPORTING PERSON | |||
| OO |
| 1 | NAME OF REPORTING PERSON | |||
|---|---|---|---|---|
| ENGINE INVESTMENTS, LLC | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS | |||
| OO | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR | ☐ | ||
| 2(e) | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| NUMBER OF | DELAWARE 7 |
SOLE VOTING POWER | ||
| SHARES | ||||
| BENEFICIALLY | 356,240 | |||
| OWNED BY | 8 | SHARED VOTING POWER | ||
| EACH REPORTING |
- 0 - | |||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | ||
| 356,240 | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| - 0 - | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 356,240 | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 2.4% | ||||
| 14 | TYPE OF REPORTING PERSON | |||
| OO |
| 1 | NAME OF REPORTING PERSON | ||
|---|---|---|---|
| 2 | ARNAUD AJDLER CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ |
||
| (b) ☐ | |||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR | ☐ | |
| 2(e) | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| BELGIUM | |||
| NUMBER OF | 7 | SOLE VOTING POWER | |
| SHARES | |||
| BENEFICIALLY OWNED BY |
8 | 356,240 SHARED VOTING POWER |
|
| EACH | |||
| REPORTING | - 0 - | ||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |
| 356,240 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| - 0 - | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 356,240 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 2.4% | |||
| 14 | TYPE OF REPORTING PERSON | ||
| IN |
| 1 | NAME OF REPORTING PERSON | |||
|---|---|---|---|---|
| SAM BAKHSHANDEHPOUR | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ |
|||
| (b) ☐ | ||||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR | ☐ | ||
| 2(e) | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| USA | ||||
| NUMBER OF | 7 | SOLE VOTING POWER | ||
| SHARES | ||||
| BENEFICIALLY | - 0 - | |||
| OWNED BY | 8 | SHARED VOTING POWER | ||
| EACH | ||||
| REPORTING | - 0 - | |||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | ||
| - 0 - | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| - 0 - | ||||
| 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
||||
| - 0 - | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 0% | ||||
| 14 | TYPE OF REPORTING PERSON | |||
| IN |
| 1 | NAME OF REPORTING PERSON | |||
|---|---|---|---|---|
| ALAN L. BAZAAR | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ |
|||
| (b) ☐ | ||||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR | ☐ | ||
| 2(e) | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| USA | ||||
| NUMBER OF | 7 | SOLE VOTING POWER | ||
| SHARES BENEFICIALLY |
- 0 - | |||
| OWNED BY | 8 | SHARED VOTING POWER | ||
| EACH | ||||
| REPORTING PERSON WITH |
9 | - 0 - SOLE DISPOSITIVE POWER |
||
| - 0 - | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| - 0 - | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| - 0 - | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 0% | ||||
| 14 | TYPE OF REPORTING PERSON | |||
| IN |
| 1 | NAME OF REPORTING PERSON | ||
|---|---|---|---|
| CHARLES R. HOLZER | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ |
||
| (b) ☐ | |||
| 3 | SEC USE ONLY | ||
| 4 | |||
| SOURCE OF FUNDS | |||
| 5 | 2(e) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| USA | |||
| NUMBER OF SHARES |
7 | SOLE VOTING POWER | |
| BENEFICIALLY | - 0 - | ||
| OWNED BY | 8 | SHARED VOTING POWER | |
| EACH REPORTING |
- 0 - | ||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |
| - 0 - | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 11 | - 0 - AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
||
| 12 | - 0 - CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 0% | |||
| 14 | TYPE OF REPORTING PERSON | ||
| IN |
| 1 | NAME OF REPORTING PERSON | ||
|---|---|---|---|
| JOHN T. LIVINGSTON | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ |
||
| (b) ☐ | |||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR ☐ |
||
| 2(e) | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| USA | |||
| NUMBER OF | 7 | SOLE VOTING POWER | |
| SHARES BENEFICIALLY |
- 0 - | ||
| OWNED BY | 8 | SHARED VOTING POWER | |
| EACH REPORTING |
- 0 - | ||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |
| 10 | - 0 - SHARED DISPOSITIVE POWER |
||
| - 0 - | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| - 0 - | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 0% | |||
| 14 | TYPE OF REPORTING PERSON | ||
| IN |
| 1 | NAME OF REPORTING PERSON | ||
|---|---|---|---|
| STUART M. MILSTEIN | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR ☐ 2(e) |
||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| USA | |||
| NUMBER OF | 7 | SOLE VOTING POWER | |
| SHARES | |||
| BENEFICIALLY OWNED BY |
8 | - 0 - SHARED VOTING POWER |
|
| EACH | |||
| REPORTING | - 0 - | ||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |
| - 0 - | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 11 | - 0 - AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
||
| - 0 - | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 14 | 0% TYPE OF REPORTING PERSON |
||
| PN |
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned ("Amendment No. 2"). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of Engine Capital and Engine Jet were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 291,862 Shares beneficially owned by Engine Capital is approximately \$4,227,466, including brokerage commissions. The aggregate purchase price of the 64,378 Shares beneficially owned by Engine Jet is approximately \$935,188, including brokerage commissions.
Item 5. Interest in Securities of the Issuer.
Items 5(a) – (c) and 5(e) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 14,847,742 Shares outstanding as of May 6, 2021, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2021.
A. Engine Capital
(a) As of the date hereof, Engine Capital directly owned 291,862 Shares.
Percentage: Approximately 2.0%
- (b) 1. Sole power to vote or direct vote: 291,862
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 291,862
-
- Shared power to dispose or direct the disposition: 0
-
- (c) The transactions in the securities of the Issuer by Engine Capital during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
- B. Engine Jet
- (a) As of the date hereof, Engine Jet directly owned 64,378 Shares.
Percentage: Approximately 0.4%
- (b) 1. Sole power to vote or direct vote: 64,378
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 64,378
-
- Shared power to dispose or direct the disposition: 0
-
-
(c) The transactions in the securities of the Issuer by Engine Jet during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
-
C. Engine Management
- (a) Engine Management, as the investment manager of each of Engine Capital and Engine Jet, may be deemed to beneficially own the 356,240 Shares owned in the aggregate by Engine Capital and Engine Jet.
Percentage: Approximately 2.4%
- (b) 1. Sole power to vote or direct vote: 356,240
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 356,240
-
- Shared power to dispose or direct the disposition: 0
-
- (c) Engine Management has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer by Engine Capital and Engine Jet during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
- D. Engine GP
- (a) Engine GP, as the general partner of Engine Management, may be deemed to beneficially own the 356,240 Shares owned in the aggregate by Engine Capital and Engine Jet.
Percentage: Approximately 2.4%
- (b) 1. Sole power to vote or direct vote: 356,240
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 356,240
-
- Shared power to dispose or direct the disposition: 0
-
- (c) Engine GP has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer by Engine Capital and Engine Jet during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
- E. Engine Investments
- (a) Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the 356,240 Shares owned in the aggregate by Engine Capital and Engine Jet.
Percentage: Approximately 2.4%
- (b) 1. Sole power to vote or direct vote: 356,240
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 356,240
-
- Shared power to dispose or direct the disposition: 0
-
- (c) Engine Investments has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer by Engine Capital and Engine Jet during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

- F. Mr. Ajdler
- (a) Mr. Ajdler, as the managing partner of Engine Management and the managing member of each of Engine GP and Engine Investments, may be deemed to beneficially own the 356,240 Shares owned in the aggregate by Engine Capital and Engine Jet.
Percentage: Approximately 2.4%
- (b) 1. Sole power to vote or direct vote: 356,240
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 356,240
-
- Shared power to dispose or direct the disposition: 0
-
- (c) Mr. Ajdler has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer by Engine Capital and Engine Jet during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
- G. Mr. Bakhshandehpour
- (a) As of the date hereof, Mr. Bakhshandehpour did not own any Shares.
Percentage: 0%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 0
-
- (c) Mr. Bakhshandehpour has not entered into any transactions in the Shares during the past sixty days.
- H. Mr. Bazaar
- (a) As of the date hereof, Mr. Bazaar did not own any Shares.
Percentage: 0%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 0
-
-
(c) Mr. Bazaar has not entered into any transactions in the Shares during the past sixty days.
-
I. Mr. Holzer
- (a) As of the date hereof, Mr. Holzer did not own any Shares.
Percentage: 0%
- (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 0
-
- (c) Mr. Holzer has not entered into any transactions in the Shares during the past sixty days.
- J. Mr. Livingston
- (a) As of the date hereof, Mr. Livingston did not own any Shares.
Percentage: 0%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 0
-
- (c) Mr. Livingston has not entered into any transactions in the Shares during the past sixty days.
K. Mr. Milstein
(a) As of the date hereof, Mr. Milstein did not own any Shares.
Percentage: 0%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 0
-
- (c) Mr. Milstein has not entered into any transactions in the Shares during the past sixty days.
Each Reporting Person may be deemed to be a member of a "group" with the other Reporting Persons for the purposes of Section 13(d) (3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own the Shares owned in the aggregate by all of the Reporting Persons. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own.
(e) Effective as of June 8, 2021, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following:
Engine Jet has sold the Swap Agreements previously defined and described in Item 6, which represented economic exposure to an aggregate of 458,415 notional Shares. Accordingly, Engine Jet no longer has any exposure, economic or otherwise, to such Swap Agreements or the underlying Notional Shares.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 10, 2021
Engine Capital, L.P.
- By: Engine Investments, LLC, General Partner
- By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member
Engine Jet Capital, L.P.
- By: Engine Investments, LLC, General Partner
- By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member
Engine Capital Management, LP
- By: Engine Capital Management GP, LLC, General Partner
- By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member
Engine Capital Management GP, LLC
| By: | /s/ Arnaud Ajdler | ||
|---|---|---|---|
| Name: | Arnaud Ajdler | ||
| Title: | Managing Member | ||
Engine Investments, LLC
By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member
/s/ Arnaud Ajdler ARNAUD AJDLER Individually and as attorney-in-fact for Sam Bakhshandehpour, Alan L. Bazaar, Charles R. Holzer, John T. Livingston and Stuart M. Milstein.
SCHEDULE A
Transactions in Securities of the Issuer during the past Sixty Days
| Nature of Transaction | Amount of Securities Purchased/(Sold) |
Price per Security | Date of Purchase/Sale |
||
|---|---|---|---|---|---|
| ENGINE CAPITAL, L.P. | |||||
| Sale of Common Stock | (1,575) | 12.3000 | 04/16/2021 | ||
| Sale of Common Stock | (15,160) | 10.4428 | 06/07/2021 | ||
| Sale of Common Stock | (108,485) | 10.4428 | 06/07/2021 | ||
| Sale of Common Stock | (45,551) | 10.5110 | 06/08/2021 | ||
| Sale of Common Stock | (85,698) | 10.3861 | 06/08/2021 | ||
| Sale of Common Stock | (5,452) | 10.3180 | 06/08/2021 | ||
| Sale of Common Stock | (3,346) | 10.2728 | 06/09/2021 | ||
| Sale of Common Stock | (12,289) | 10.2500 | 06/09/2021 | ||
| Sale of Common Stock | (42,442) | 10.2503 | 06/09/2021 | ||
| Sale of Common Stock | (137,319) | 10.2447 | 06/09/2021 |
ENGINE JET CAPITAL, L.P.
| Sale of Common Stock | (23,927) | 10.4428 | 06/07/2021 |
|---|---|---|---|
| Sale of Common Stock | (10,047) | 10.5110 | 06/08/2021 |
| Sale of Common Stock | (18,902) | 10.3861 | 06/08/2021 |
| Sale of Common Stock | (1,202) | 10.3180 | 06/08/2021 |
| Sale of Common Stock | (738) | 10.2728 | 06/09/2021 |
| Sale of Common Stock | (2,711) | 10.2500 | 06/09/2021 |
| Sale of Common Stock | (9,361) | 10.2503 | 06/09/2021 |
| Sale of Common Stock | (30,287) | 10.2447 | 06/09/2021 |
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [ ] Filed by a Party other than the Registrant [X]
Check the appropriate box:
- [ ] Preliminary Proxy Statement
- [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
- [ ] Definitive Proxy Statement
- [ ] Definitive Additional Materials
- [X] Soliciting Material under Rule 14a-12
CIM COMMERCIAL TRUST CORPORATION (Name of Registrant as Specified in its Charter)
LIONBRIDGE CAPITAL I, LP LIONBRIDGE CAPITAL, LP LIONBRIDGE CAPITAL GP, LLC LIONBRIDGE GP, LLC LIONBRIDGE ASSET MANAGEMENT, LLC GREGORY MORILLO THE RAVENSWOOD INVESTMENT COMPANY L.P. RAVENSWOOD INVESTMENTS III, L.P. RAVENSWOOD MANAGEMENT COMPANY, LLC ROBOTTI & COMPANY ADVISORS, LLC ROBOTTI & COMPANY, INCORPORATED ROBERT E. ROBOTTI THOMAS D. FERGUSON MARK C. GELNAW RAYMOND V. MARINO II JOHN S. MORAN WINTHROP REALTY PARTNERS, L.P. WINTHROP STRATEGIC REAL ESTATE FUND, L.P. WINTHROP STRATEGIC REAL ESTATE FUND GP LLC WINTHROP DEBT HOLDINGS LLC MICHAEL L. ASHNER
Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
- [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
-
- Title of each class of securities to which transaction applies:
-
- Aggregate number of securities to which transaction applies:
-
- Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
-
- Proposed maximum aggregate value of transaction:
-
- Total fee paid:
-
- [ ] Fee paid previously with preliminary materials.
- [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
-
- Amount Previously Paid:
-
- Form, Schedule or Registration Statement No.:
-
- Filing Party:
-
- Date Filed:
-
Press Release Regarding CIM Commercial Trust Corporation
Lionbridge Capital, LP, Robotti & Company Advisors, LLC, and Winthrop Realty Partners, L.P., together with the other participants named herein, issued a press release on June 9, 2021, a copy of which is attached hereto.
Important Information
This filing is not a solicitation of a proxy from any security holder of CIM Commercial Trust Corporation, a Maryland corporation (the "Company"). Lionbridge Capital, LP and Robotti & Company Advisors, LLC, together with the other participants named herein (collectively, the "Participants"), intend to file a definitive proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2021 Annual Meeting of Stockholders of CIM Commercial Trust Corporation.
Stockholders are urged to read the definitive proxy statement and GOLD proxy card when they become available, because they will contain important information about the Participants, the nominees, the Company and related matters. Stockholders may obtain a free copy of the definitive proxy statement and GOLD proxy card (when available) and other documents filed by the Participants with the SEC at the SEC's web site at www.sec.gov. The definitive proxy statement (when available) and other related SEC documents filed by the Participants with the SEC may also be obtained free of charge from the Participants.
Participants in Solicitation
The participants in the proxy solicitation are Lionbridge Capital, LP ("Lionbridge"), Lionbridge Capital I, LP ("Lionbridge I"), Lionbridge GP, LLC ("Lionbridge GP") Lionbridge Capital GP, LLC ("Lionbridge I GP"), Lionbridge Asset Management, LLC ("Lionbridge AM"), The Ravenswood Investment Company L.P. ("Ravenswood I"), Ravenswood Investments III, L.P. ("Ravenswood III"), Ravenswood Management Company, LLC ("RMC"), Robotti & Company, Incorporated ("RCI"), Robotti & Company Advisors, LLC ("RCA"), Robotti Securities, LLC, Robert E. Robotti, Gregory Morillo, Thomas Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran, Winthrop Realty Partners, L.P. ("Winthrop Realty"), Winthrop Strategic Real Estate Fund, L.P. ("Winthrop Strategic Fund"), Winthrop Strategic Real Estate Fund GP LLC ("Winthrop Strategic GP"), Winthrop Debt Holdings LLC ("Winthrop Debt"), and Michael L. Ashner.
As of the date hereof, (i) Lionbridge directly owned 60,761 shares of the Company's Common Stock, \$0.001 par value per share (the "Common Stock"), (ii) Lionbridge I directly owned 183,339 shares of Common Stock; (iii) Ravenswood I directly owned 293,415 shares of Common Stock; (iv) Ravenswood III directly owned 174,135 shares of Common Stock; (v) Lionbridge GP, as the general partner of Lionbridge, may be deemed the beneficial owner of the 60,761 shares of Common Stock owned directly by Lionbridge; (vi) Lionbridge I GP as the general partner of Lionbridge I, may be deemed the beneficial owner of the 183,339 shares of Common Stock owned directly by Lionbridge I; (vii) Lionbridge AM, as the asset manager of each of Lionbridge and Lionbridge I, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (viii) Gregory Morillo, as the managing member of each of Lionbridge GP, Lionbridge I GP, LLC and Lionbridge AM, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (ix) RMC, as the general partner of each of Ravenswood I and Ravenswood III, may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (x) RCA, as the investment advisor of each of Ravenswood I and Ravenswood III may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (xi) RCI, (a) as the parent of RCA, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned by RCA, and (b) as the parent of RS, may be deemed the beneficial owner of 500 shares of Common Stock owned in a discretionary accounts managed by RS for a customer; (xii) Mr. Robotti, as the Managing Director of RMC, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned directly by Ravenswood I and Ravenswood III; (xii) Mr. Robotti, as the President of RCI, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III, for which RCA acts as investment adviser, and the 500 shares of Common Stock owned in a discretionary account managed by RS for a customer; (xiv) Winthrop directly owned 148,978 shares of Common Stock; (xv) Winthrop Strategic
Fund directly owned 100 shares of Common Stock; (xvi) Winthrop Strategic GP, as the General Partner of Winthrop Strategic Fund may be deemed to be the beneficial owner of the 100 shares of Common Stock owned directly by Winthrop Strategic Fund; (xvii) Winthrop Debt, as the sole member of Winthrop Strategic Fund GP, the General Partner of the Winthrop Strategic Fund, may be deemed to be the beneficial owner of the 100 shares of Common Stock owned directly by Winthrop Strategic Fund; and (xviii) Michael L. Ashner may be deemed to beneficially own the shares held by Winthrop and the Winthrop Strategic Fund. As of the date of hereof, Mr. John Moran was the direct beneficial owner of 35,859 shares of Common Stock and none of Messrs. Ferguson, Gelnaw or Marino II beneficially owned any shares of Common Stock.
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CIM Commercial Trust Corporation
(Name of Issuer)
Common Stock, \$0.001 par value (Title of Class of Securities)
125525584 (CUSIP Number)
Greg Morillo
c/o Lionbridge Capital I LP 600 Madison Avenue, 24th Floor New York, New York 10022 (212) 300-8003 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With a Copy to:
Robert E. Robotti Robotti & Company, Incorporated One Grand Central Place 60 East 42nd Street, Suite 3100 New York, NY 10165-0057 (212) 986-4800
Michael L. Ashner Winthrop Realty Partners, L.P. Two Liberty Square 9th Floor Boston, MA 02109 617-570-4600
May 25, 2021 (Date of Event Which Requires Filing This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f), or Rule 13d-1(g), check the following box. [ ]
| 1. | Name of Reporting Persons Lionbridge Capital I, LP* |
||||
|---|---|---|---|---|---|
| 2. | (a) [X] | Check the appropriate box if a member of a group (see instructions) (b) [ ] |
|||
| 3. | SEC use only | ||||
| 4. | WC | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization Delaware |
||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 183,339 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 183,339 |
|||
| 11. | 183,339 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
||||
| 13. | Percent of Class Represented by amount in Row (11) 1.23% |
||||
| 14. | Type of Reporting Person PN |
| 1. | Name of Reporting Persons Lionbridge Capital, LP* |
||||
|---|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) [X] (b) [ ] |
||||
| 3. | SEC use only | ||||
| 4. | WC | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization Delaware |
||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 60,761 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 60,761 |
|||
| 11. | 60,761 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
||||
| 13. | Percent of Class Represented by amount in Row (11) Less than 1% |
||||
| 14. | Type of Reporting Person PN |
| 1. | Name of Reporting Persons | |||||
|---|---|---|---|---|---|---|
| Lionbridge Capital GP, LLC* | ||||||
| 2. | Check the appropriate box if a member of a group (see instructions) | |||||
| (a) [X] | (b) [ ] | |||||
| 3. | SEC use only | |||||
| 4. | Source of Funds (see instructions) | |||||
| AF | ||||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||||
| 6. | Citizen or Place of Organization | |||||
| Delaware | ||||||
| 7. | Sole Voting Power | |||||
| Number of | 0 | |||||
| Shares | 8. | Shared Voting Power | ||||
| Beneficially Owned By Each Reporting Person With |
183,339 | |||||
| 9. | Sole Dispositive Power | |||||
| 0 | ||||||
| 10. | Shared Dispositive Power | |||||
| 183,339 | ||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| 183,339 | ||||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||||
| [ ] | ||||||
| 13. | Percent of Class Represented by amount in Row (11) | |||||
| 1.23% | ||||||
| 14. | Type of Reporting Person | |||||
| OO |
| 1. | Name of Reporting Persons Lionbridge GP, LLC* |
||||
|---|---|---|---|---|---|
| 2. | (a) [X] | Check the appropriate box if a member of a group (see instructions) (b) [ ] |
|||
| 3. | SEC use only | ||||
| 4. | AF | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization Delaware |
||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 60,761 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 60,761 |
|||
| 11. | 60,761 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 12. | [ ] | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||
| 13. | Less than 1% | Percent of Class Represented by amount in Row (11) | |||
| 14. | OO | Type of Reporting Person |
| 1. | Name of Reporting Persons Lionbridge Asset Management, LLC* |
||||
|---|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) [X] (b) [ ] |
||||
| 3. | SEC use only | ||||
| 4. | AF | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization Delaware |
||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 244,100 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 244,100 |
|||
| 11. | 244,100 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
||||
| 13. | Percent of Class Represented by amount in Row (11) 1.64% |
||||
| 14. | Type of Reporting Person OO |
| 1. | Name of Reporting Persons | ||||
|---|---|---|---|---|---|
| Greg Morillo* | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) [X] (b) [ ] |
||||
| 3. | SEC use only | ||||
| 4. | AF | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization United States |
||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 244,100 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 244,100 |
|||
| 11. | 244,100 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 12. | [ ] | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||
| 13. | Percent of Class Represented by amount in Row (11) 1.64% |
||||
| 14. | Type of Reporting Person IN, HC |
| 1. | Name of Reporting Persons The Ravenswood Investment Company L.P.* |
||||
|---|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) [X] (b) [ ] |
||||
| 3. | SEC use only | ||||
| 4. | WC | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Delaware | Citizen or Place of Organization | |||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 293,415 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 293,415 |
|||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 293,415 |
||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
||||
| 13. | Percent of Class Represented by amount in Row (11) 1.98% |
||||
| 14. | Type of Reporting Person PN |
| 1. | Name of Reporting Persons | Ravenswood Investments III, L.P.* | |||
|---|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) [X] (b) [ ] |
||||
| 3. | SEC use only | ||||
| 4. | WC | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | New York | Citizen or Place of Organization | |||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 174,135 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 174,135 |
|||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 174,135 |
||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
||||
| 13. | Percent of Class Represented by amount in Row (11) 1.17% |
||||
| 14. | Type of Reporting Person PN |
| 1. | Name of Reporting Persons | Ravenswood Management Company, LLC* | ||||
|---|---|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) [X] (b) [ ] |
|||||
| 3. | SEC use only | |||||
| 4. | AF | Source of Funds (see instructions) | ||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||||
| 6. | New York | Citizen or Place of Organization | ||||
| Number of | 7. | Sole Voting Power 0 |
||||
| Shares Beneficially |
8. | Shared Voting Power 467,550 |
||||
| Owned By Each |
9. | Sole Dispositive Power 0 |
||||
| Reporting Person With |
10. | Shared Dispositive Power 467,550 |
||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 467,550 |
|||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
|||||
| 13. | Percent of Class Represented by amount in Row (11) 3.15% |
|||||
| 14. | Type of Reporting Person HC |
| 1. | Name of Reporting Persons Robotti & Company Advisors, LLC* |
|||||
|---|---|---|---|---|---|---|
| 2. | (a) [X] | Check the appropriate box if a member of a group (see instructions) (b) [ ] |
||||
| 3. | SEC use only | |||||
| 4. | WC | Source of Funds (see instructions) | ||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||||
| 6. | New York | Citizen or Place of Organization | ||||
| Number of | 7. | Sole Voting Power 0 |
||||
| Shares Beneficially |
8. | Shared Voting Power 467,550 |
||||
| Owned By Each |
9. | Sole Dispositive Power 0 |
||||
| Reporting Person With |
10. | Shared Dispositive Power 467,550 |
||||
| 11. | 467,550 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
|||||
| 13. | Percent of Class Represented by amount in Row (11) 3.15% |
|||||
| 14. | Type of Reporting Person IA, OO |
| 1. | Name of Reporting Persons Robotti Securities, LLC* |
||||
|---|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) [X] (b) [ ] |
||||
| 3. | SEC use only | ||||
| 4. | Source of Funds (see instructions) OO |
||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization New York |
||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 0 |
|||
| Owned By Each Reporting Person With |
9. | Sole Dispositive Power 0 |
|||
| 10. | Shared Dispositive Power 500 |
||||
| 11. | 500 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
||||
| 13. | Percent of Class Represented by amount in Row (11) Less than 1% |
||||
| 14. | Type of Reporting Person BD, OO |
| 1. | Name of Reporting Persons Robotti & Company, Incorporated* |
|||||
|---|---|---|---|---|---|---|
| 2. | (a) [X] | Check the appropriate box if a member of a group (see instructions) (b) [ ] |
||||
| 3. | SEC use only | |||||
| 4. | AF | Source of Funds (see instructions) | ||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||||
| 6. | Citizen or Place of Organization New York |
|||||
| Number of | 7. | Sole Voting Power 0 |
||||
| Shares Beneficially |
8. | Shared Voting Power 467,550 |
||||
| Owned By Each |
9. | Sole Dispositive Power 0 |
||||
| Reporting Person With |
10. | Shared Dispositive Power 468,050 |
||||
| 11. | 468,050 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
|||||
| 13. | Percent of Class Represented by amount in Row (11) 3.15% |
|||||
| 14. | Type of Reporting Person HC, OO |
| 1. | Name of Reporting Persons Robert E. Robotti* |
||||
|---|---|---|---|---|---|
| 2. | (a) [X] | Check the appropriate box if a member of a group (see instructions) (b) [ ] |
|||
| 3. | SEC use only | ||||
| 4. | AF | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | United States | Citizen or Place of Organization | |||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 467,550 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 468,050 |
|||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 468,050 |
||||
| 12. | [ ] | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||
| 13. | 3.15% | Percent of Class Represented by amount in Row (11) | |||
| 14. | Type of Reporting Person IN, HC |
| 1. | Name of Reporting Persons | |||||
|---|---|---|---|---|---|---|
| Thomas D. Ferguson* | ||||||
| 2. | Check the appropriate box if a member of a group (see instructions) | |||||
| (a) [X] | (b) [ ] | |||||
| 3. | SEC use only | |||||
| 4. | Source of Funds (see instructions) | |||||
| OO | ||||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||||
| 6. | Citizen or Place of Organization | |||||
| United States | ||||||
| 7. | Sole Voting Power | |||||
| Number of | 0 | |||||
| Shares | 8. | Shared Voting Power | ||||
| Beneficially Owned By Each Reporting Person With |
0 | |||||
| 9. | Sole Dispositive Power | |||||
| 0 | ||||||
| 10. | Shared Dispositive Power | |||||
| 0 | ||||||
| 11. Aggregate Amount Beneficially Owned by Each Reporting Person |
||||||
| 0 | ||||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||||
| [ ] | ||||||
| 13. | Percent of Class Represented by amount in Row (11) | |||||
| 0% | ||||||
| 14. | Type of Reporting Person | |||||
| IN |
| 1. | Name of Reporting Persons | ||||
|---|---|---|---|---|---|
| Mark C. Gelnaw* | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) | ||||
| (a) [X] | (b) [ ] | ||||
| 3. | SEC use only | ||||
| 4. | Source of Funds (see instructions) | ||||
| OO | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization | ||||
| United States | |||||
| 7. | Sole Voting Power | ||||
| Number of | 0 | ||||
| Shares | 8. | Shared Voting Power | |||
| Beneficially | 0 | ||||
| Owned By | 9. | Sole Dispositive Power | |||
| Each Reporting Person With |
0 | ||||
| 10. | Shared Dispositive Power | ||||
| 0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
| 0 | |||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | ||||
| [ ] | |||||
| 13. | Percent of Class Represented by amount in Row (11) | ||||
| 0% | |||||
| 14. | Type of Reporting Person | ||||
| IN |
| 1. | Name of Reporting Persons Raymond V. Marino II* |
|||||
|---|---|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) [X] (b) [ ] |
|||||
| 3. | SEC use only | |||||
| 4. | OO | Source of Funds (see instructions) | ||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||||
| 6. | United States | Citizen or Place of Organization | ||||
| Number of | 7. | Sole Voting Power 0 |
||||
| Shares Beneficially |
8. | Shared Voting Power 0 |
||||
| Owned By Each |
9. | Sole Dispositive Power 0 |
||||
| Reporting Person With |
10. | Shared Dispositive Power 0 |
||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 |
|||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
|||||
| 13. | Percent of Class Represented by amount in Row (11) 0% |
|||||
| 14. | Type of Reporting Person IN |
| 1. | Name of Reporting Persons John S. Moran* |
||||
|---|---|---|---|---|---|
| 2. | (a) [X] | Check the appropriate box if a member of a group (see instructions) (b) [ ] |
|||
| 3. | SEC use only | ||||
| 4. | PF | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. Citizen or Place of Organization United States |
|||||
| Number of | 7. | Sole Voting Power 35,859 |
|||
| Shares Beneficially |
8. | Shared Voting Power 0 |
|||
| Owned By Each |
9. | Sole Dispositive Power 35,859 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 0 |
|||
| 11. | 35,859 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
||||
| 13. | Percent of Class Represented by amount in Row (11) Less than 1% |
||||
| 14. | Type of Reporting Person IN |
| 1. | Name of Reporting Persons Winthrop Realty Partners, L.P.* |
||||
|---|---|---|---|---|---|
| 2. | (a) [X] | Check the appropriate box if a member of a group (see instructions) (b) [ ] |
|||
| 3. | SEC use only | ||||
| 4. | WC | Source of Funds (see instructions) | |||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization Maryland |
||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially |
8. | Shared Voting Power 148,976 |
|||
| Owned By Each |
9. | Sole Dispositive Power 0 |
|||
| Reporting Person With |
10. | Shared Dispositive Power 148,976 |
|||
| 11. | 148,976 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] |
||||
| 13. | 1% | Percent of Class Represented by amount in Row (11) | |||
| 14. | Type of Reporting Person PN |
| 1. | Name of Reporting Persons | ||||||
|---|---|---|---|---|---|---|---|
| Michael L. Ashner* | |||||||
| 2. | Check the appropriate box if a member of a group (see instructions) | ||||||
| (a) [X] (b) [ ] |
|||||||
| 3. | SEC use only | ||||||
| 4. | Source of Funds (see instructions) | ||||||
| AF | |||||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) X |
||||||
| 6. | Citizen or Place of Organization | ||||||
| United States | |||||||
| 7. | Sole Voting Power | ||||||
| Number of | 0 | ||||||
| Shares | 8. | Shared Voting Power | |||||
| Beneficially | 148,976 | ||||||
| Owned By | 9. | Sole Dispositive Power | |||||
| Each | 0 | ||||||
| Reporting | 10. | Shared Dispositive Power | |||||
| Person With | 148,976 | ||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||||||
| 148,976 | |||||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | ||||||
| [ ] | |||||||
| 13. | Percent of Class Represented by amount in Row (11) | ||||||
| 1% | |||||||
| 14. | Type of Reporting Person | ||||||
| IN |
Explanatory Note
Winthrop Realty Partners, L.P., a vertically integrated real estate company led by Michael L. Ashner, has entered into a 13D Group Agreement with Lionbridge Capital I, LP and its affiliates (collectively, "Lionbridge") and The Ravenswood Investment Company L.P. and its affiliates (collectively, "Robotti"), and is now a participant in the solicitation by Lionbridge and Robotti to elect five highly-qualified independent directors to the board of CIM Commercial Trust Corporation. These parties are deemed to constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by virtue of them coordinating their activities with regard to the solicitation.
Kenneth R. Wasiak has ceased to be a reporting person, as he is no longer a control person of Ravenswood Management Company, LLC. James O'Leary has ceased to be a reporting person, as he is no longer a board nominee.
Item 1. Security and Issuer
This amended and restated Schedule 13D (this "Amended 13D"), which amends and restates the original Schedule 13D that was filed with the Securities and Exchange Commission on January 13, 2021 (the "Original Schedule 13D") relates to the issued and outstanding shares of common stock, \$0.001 par value per share (the "Shares"), of CIM Commercial Trust Corporation, a Maryland corporation (the "Issuer"). The principal executive offices of the Issuer are located at 17950 Preston Road, Suite 600, Dallas, Texas 75252.
| Identity and Background |
|---|
| This Amended Schedule 13D is filed by: |
| (i) Lionbridge Capital I, LP, a Delaware limited partnership ("Lionbridge Capital I"), with respect to the Shares directly and beneficially owned by it; |
| (ii) Lionbridge Capital, LP, a Delaware limited partnership ("Lionbridge Capital"), with respect to the Shares directly and beneficially owned by it; |
| (iii) Lionbridge Capital GP, LLC, a Delaware limited liability company ("Lionbridge Capital GP"), which serves as the general partner of Lionbridge Capital I; |
| (iv) Lionbridge GP, LLC, a Delaware limited liability company ("Lionbridge GP"), which serves as the general partner of Lionbridge Capital; |
| (v) Lionbridge Asset Management, LLC, a Delaware limited liability company ("Lionbridge Asset Management"), which serves as the asset manager of each of Lionbridge Capital I and Lionbridge Capital; |
| (vi) Greg Morillo is the controlling managing member of each of Lionbridge GP, Lionbridge Capital GP and Lionbridge Asset Management, and as a nominee for the Board of Directors of the Issuer (the "Board"); |
| (vii) The Ravenswood Investment Company L.P., a Delaware limited partnership ("Ravenswood I"), with respect to the Shares directly and beneficially owned by it; |
- (viii) Ravenswood Investments III, LP, a New York limited partnership ("Ravenswood III"), with respect to the Shares directly and beneficially owned by it;
- (ix) Ravenswood Management Company, LLC, a New York limited liability company ("Ravenswood Management Company"), which serves as the general partner of each of Ravenswood I and Ravenswood III;
- (x) Robotti & Company Advisors, LLC, a New York limited liability company ("Robotti Advisors"), which serves as the investment adviser to Ravenswood I and Ravenswood III;
- (xi) Robotti Securities, LLC, a New York limited liability company ("Robotti Securities"), which is a registered broker dealer and manages a discretionary account for a customer which contains Shares as identified herein;
- (xii) Robotti & Company, Incorporated, a New York corporation ("Robotti Incorporated"), is the parent company to Robotti Advisors and Robotti Securities;
- (xiii) Robert E. Robotti is the President and Treasurer of Robotti Incorporated, Robotti Advisors and Robotti Securities, the Managing Director of Ravenswood Management Company, and an individual person who controls Robotti Incorporated;
- (xiv) Thomas D. Ferguson is a nominee for the Board;
- (xv) Mark C. Gelnaw is a nominee for the Board;
- (xvi) Raymond V. Marino II is a nominee for the Board;
- (xvii) John S. Moran is a nominee for the Board and with respect to the Shares directly and beneficially owned by him;
- (xviii) Winthrop Realty Partners, L.P., a Maryland limited partnership ("Winthrop"), with respect to the Shares directly and beneficially owned by it; and
- (xix) Michael L. Ashner as the control person of Winthrop.
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." The Reporting Persons have entered into certain agreements, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of Lionbridge Capital I, Lionbridge Capital, Lionbridge Capital GP, Lionbridge GP, Lionbridge Asset Management and Mr. Morillo is 600 Madison Avenue, 24th Floor, New York, New York 10022. The address of the principal office of each of Ravenswood I, Ravenswood III, Ravenswood Management Company, Robotti Advisors, Robotti Securities and Robotti Incorporated and Mr. Robotti is c/o Robotti & Company, Incorporated, One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, New York 10165. The address of the principal office of Mr. Ferguson is c/o 511 Partners, LLC, 3889 Maple Ave, Suite 350, Dallas, Texas 75219. The address of the principal office of Mr. Gelnaw is 19100 SE County Line Rd, Tequesta, Florida 33469. The address of the principal office of Mr. Marino is 1600 West Hillsdale Blvd., Suite 204, San Mateo, California 94402. The address of the principal office of Mr. Moran is c/o Robotti Securities LLC, One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, New York 10165. The address of the principal office of Winthrop is 2 Liberty Square, 9th Floor, Boston, MA 02109. The address of the principal office of 2 Jericho Plaza, Wing A, Suite 111, Jericho, NY 11753.
(c) The principal business of each of Lionbridge Capital I, Lionbridge Capital is operating as private investment partnerships to invest in securities. The principal business of Ravenswood I and Ravenswood III is acting as private investment partnerships engaged in the purchase and sale of securities for their own accounts. Ravenswood I and Ravenswood I are also advisory clients of Robotti Advisors.
The principal business of Lionbridge Capital GP is serving as the general partner of Lionbridge Capital I. The principal business of Lionbridge GP is serving as the general partner of Lionbridge Capital. The principal business of Lionbridge Asset Management is serving as the asset manager for each of Lionbridge Capital I and Lionbridge Capital.
The principal business of Ravenswood Management Company is serving as the general partner of each of Ravenswood I and Ravenswood III. The principal business of Robotti Advisors is serving as an investment adviser. The principal business of Robotti Securities is serving as a registered broker dealer. The principal business of Robotti Incorporated is serving as the parent holding company of Robotti Advisors and Robotti Securities. The principal occupation of Mr. Robotti is serving as President and Treasurer of Robotti Incorporated, Robotti Advisors and Robotti Securities, as an investment advisory professional and the Managing Director of Ravenswood Management Company.
The principal occupation of Mr. Morillo is serving as the controlling managing member of each of Lionbridge GP, Lionbridge Capital GP and Lionbridge Asset Management. The principal occupation of Mr. Ferguson is serving as an independent real estate investment professional. The principal occupation of Mr. Gelnaw is serving as an independent real estate and investment professional. The principal occupation of Mr. Marino is serving as an independent real estate professional. The principal occupation of Mr. Moran is serving as an investment analyst for Robotti Securities.
Winthrop is a vertically integrated real estate company led by Michael L. Ashner. The principal occupation of Mr. Ashner is serving as the controlling person of Winthrop and its affiliates.
(d) No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, nor any person listed on Schedule A, annexed hereto, has during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of the Reporting Persons who are individual persons are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The Shares purchased by Lionbridge Capital I and Lionbridge Capital were purchased with working capital in open market purchases. The aggregate purchase price of the 183,339 Shares beneficially owned by Lionbridge Capital I is approximately \$2,174,915, including brokerage commissions. The aggregate purchase price of the 60,761 Shares beneficially owned by Lionbridge Capital is approximately \$644,302, including brokerage commissions.
The Shares purchased by Ravenswood I and Ravenswood III were purchased with working capital in open market purchases. The aggregate purchase price of the 293,415 Shares beneficially owned by Ravenswood I is approximately \$3,179,987, not including brokerage commissions. The aggregate purchase price of the 174,135 Shares beneficially owned by Ravenswood III is approximately \$1,856,822, not including brokerage commissions.
The Shares purchased by John S. Moran were purchased with personal funds in open market purchases. The aggregate purchase price of the 35,859 Shares beneficially owned by Mr. Moran is approximately \$409,381, not including brokerage commissions.
The aggregate purchase price of 500 Shares deemed beneficially owned by Robotti Securities is approximately \$7,576, not including brokerage fees and expenses, and were paid for using the personal funds of a discretionary brokerage customer of Robotti Securities.
The Shares purchased by Winthrop were purchased with working capital in open market purchases. The aggregate purchase price of the 148,976 Shares beneficially owned by Winthrop is approximately \$1,683,670, including brokerage commissions.
Item 4. Purpose of Transaction
The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions and other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
On May 25, 2021, Lionbridge and Robotti entered into a 13D Group Agreement with Winthrop Realty Partners, L.P. and Michael L. Ashner (the "13D Group Agreement"). The 13D Group Agreement is attached hereto as Exhibit 99.5 and is incorporated herein by reference. The Reporting Persons issued a press release and a letter to stockholders on that same day to report the formation of the group and the filing of a preliminary proxy statement. The press release and letter to stockholders is attached hereto as Exhibit 99.6 and is incorporated herein by reference.
On January 13, 2021, Lionbridge Capital and Robotti Advisors issued a press release announcing the nomination of six highly qualified independent candidates for election to the Board at the Issuer's 2021 annual meeting of stockholders and including a link to the text of a letter that Lionbridge Capital I and Ravenswood I sent to the Company at that time. The full text of the press release and the letter was attached to the Original Schedule 13D as Exhibit 99.3 and is incorporated herein by reference.
On December 11, 2020, Lionbridge Capital I and Ravenswood I delivered a letter to the Issuer (the "Nomination Letter") nominating a slate of seven highly qualified director candidates for election to the Board at the Issuer's 2021 annual meeting of stockholders. The Nomination Letter initially nominated seven individuals, however, two of those individuals has since withdrawn.
Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares, selling some or all of their Shares, or changing their intention with respect to any and all matters referred to in Item 4.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above.
Item 5. Interest in Securities of the Issuer.
As of the close of business on May 25, 2021, the aggregate percentage of Shares reported owned by each person named herein is based upon 14,847,742 Shares outstanding as of May 6, 2021, which is the total number of Shares reported outstanding in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2021.
- A. Lionbridge Capital I
- (a) Lionbridge Capital I directly owned 183,339 Shares.
Percentage: 1.23%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 183,339
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 183,339
-
- (c) Lionbridge Capital I has not entered into any transactions in securities of the Issuer during the past 60 days.
- B. Lionbridge Capital
- (a) Lionbridge Capital directly owned 60,761 Shares.
Percentage: Less than 1%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 60,761
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 60,761
-
- (c) Lionbridge Capital has not entered into any transactions in securities of the Issuer during the past 60 days.
- C. Lionbridge Capital GP
(a) Lionbridge Capital GP is the general partner of Lionbridge Capital I and may be deemed the beneficial owner of the 183,339 Shares owned by Lionbridge Capital I.
Percentage: 1.23%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 183,339
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 183,339
-
- (c) Lionbridge Capital GP has not entered into any transactions in securities of the Issuer during the past 60 days.
- D. Lionbridge GP
- (a) Lionbridge GP is the general partner of Lionbridge Capital and may be deemed the beneficial owner of the 60,761 Shares owned by Lionbridge Capital.
Percentage: Less than 1%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 60,761
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 60,761
-
- (c) Lionbridge GP has not entered into any transactions in securities of the Issuer during the past 60 days.
- E. Lionbridge Asset Management
- (a) Lionbridge Asset Management is the investment manager of both Lionbridge Capital I and Lionbridge Capital and may be deemed the beneficial owner of the 183,339 Shares owned by Lionbridge Capital I together with the 60,761 Shares owned by Lionbridge Capital.
Percentage: 1.64%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 244,100
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 244,100
-
- (c) Lionbridge Asset Management has not entered into any transactions in securities of the Issuer during the past 60 days.
- F. Mr. Morillo
- (a) Mr. Morillo is an individual person who controls Lionbridge Capital GP, Lionbridge GP and Lionbridge Asset Management as the controlling managing member, and may be deemed the beneficial owner of the 183,339 Shares owned by Lionbridge Capital I together with the 60,761 Shares owned by Lionbridge Capital.
Percentage: 1.64%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 244,100
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 244,100
-
- (c) Mr. Morillo has not entered into any transactions in securities of the Issuer during the past 60 days.
- G. Ravenswood I
- (a) Ravenswood I directly owned 293,415 Shares.
Percentage: 1.98%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 293,415
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 293,415
-
- (c) Ravenswood I has not entered into any transactions in securities of the Issuer during the past 60 days.
- H. Ravenswood III
- (a) Ravenswood III directly owned 174,135 Shares.
Percentage: 1.17%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 174,135
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 174,135
-
- (c) Ravenswood III has not entered into any transactions in securities of the Issuer during the past 60 days.
- I. Ravenswood Management Company
- (a) Ravenswood Management Company is the general partner of both Ravenswood I and Ravenswood III and may be deemed the beneficial owner of, the 293,415 Shares owned by Ravenswood I and the 174,135 Shares owned by Ravenswood III.
Percentage: 3.15%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 467,550
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 467,550
-
- (c) Ravenswood Management Company has not entered into any transactions in securities of the Issuer during the past 60 days.
- J. Robotti Advisors
- (a) Robotti Advisors is the investment manager of both Ravenswood I and Ravenswood III and may be deemed the beneficial owner of the 293,415 Shares held by Ravenswood I and the 174,135 Shares held by Ravenswood III.
Percentage: 3.15%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 467,550
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 467,550
-
- (c) Robotti Advisors has not entered into any transactions in securities of the Issuer during the past 60 days.
- K. Robotti Securities
- (a) Robotti Securities does not hold any Shares directly but may be deemed the beneficial owner of the 500 Shares held in a discretionary account managed by Robotti Securities.
Percentage: Less than 1%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 500
-
- (c) Robotti Securities has not entered into any transactions in securities of the Issuer during the past 60 days.
- L. Robotti Incorporated
- (a) Robotti Incorporated is the owner of both Robotti Advisors and Robotti Securities and may be deemed the beneficial owner of the 467,550 Shares beneficially owned by Robotti Advisors and the 500 Shares held by a discretionary account customer of Robotti Securities.
Percentage: 3.15%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 467,550
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 468,050
-
- (c) Robotti Incorporated has not entered into any transactions in securities of the Issuer during the past 60 days.
- M. Mr. Robotti
- (a) Mr. Robotti is a managing member of Ravenswood Management Company and may be deemed the beneficial owner of the 293,415 Shares owned by Ravenswood I together with the 174,135 Shares owned by Ravenswood III. Mr. Robotti may also be deemed the beneficial owner of 500 Shares held in a discretionary account managed by Robotti Securities.
Percentage: 3.15%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 467,550
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 468,050
-
- (c) Mr. Robotti has not entered into any transactions in securities of the Issuer during the past 60 days.
- N. Mr. Ferguson
- (a) Mr. Ferguson did not beneficially own any Shares.
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 0
-
- (c) Not applicable.
- O. Mr. Gelnaw
- (a) Mr. Gelnaw did not beneficially own any Shares.
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 0
-
- (c) Not applicable.
- P. Mr. Marino
- (a) Mr. Marino did not beneficially own any Shares.
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 0
-
- (c) Not applicable.
- Q. Mr. Moran
- (a) Mr. Moran, an individual person, may be deemed to own 35,859 Shares for which he is the direct beneficial owner of such Shares.
Percentage: Less than 1%
- (b) 1. Sole power to vote or direct vote: 35,859
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 35,859
-
- Shared power to dispose or direct the disposition: 0
-
- (c) Mr. Moran has not entered into any transactions in securities of the Issuer during the past 60 days.
- R. Winthrop
- (a) Winthrop directly owned 148,976 Shares.
Percentage: 1.00%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 148,976
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 148,976
-
- (c) The transactions in securities of the Issuer by Winthrop during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
- S. Mr. Ashner
- (a) Mr. Ashner is an individual person who controls Winthrop and may be deemed the beneficial owner of the 148,976 Shares owned by Winthrop.
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 148,976
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 148,976
-
- (c) Mr. Ashner has not entered into any transactions in securities of the Issuer during the past 60 days.
As of the close of business on May 25, 2021, the Reporting Persons collectively beneficially owned an aggregate of 896,985 Shares, constituting 6.04% of the Shares outstanding.
The voting and disposition rights to the 183,339 Shares directly owned by Lionbridge Capital I may be deemed to be shared by Lionbridge Capital I with Lionbridge Capital GP, Lionbridge Asset Management and Mr. Morillo. The voting and disposition rights to the 60,761 Shares directly owned by Lionbridge Capital may be deemed to be shared by Lionbridge Capital with Lionbridge GP, Lionbridge Asset Management and Mr. Morillo.
The voting and disposition rights to the 293,415 Shares directly owned by Ravenswood I may be deemed to be shared by Ravenswood I with Ravenswood Management Company, Robotti Advisors, Robotti Incorporated and Mr. Robotti. The voting and disposition rights to the 174,135 Shares directly owned by Ravenswood III may be deemed to be shared by Ravenswood III with Ravenswood Management Company, Robotti Advisors, Robotti Incorporated and Mr. Robotti.
The disposition rights to 500 Shares held in a discretionary customer account of Robotti Securities may be deemed to be shared among Robotti Securities, Robotti Incorporated and Mr. Robotti.
Each of the Reporting Persons, as a member of a "group" with the other Reporting Persons for purposes of Rule 13d-5(b) (1) of the Exchange Act, may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons. The filing of this Amended Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein in which such person does not own a direct pecuniary interest.
- (d) With the exception of a discretionary account customer of Robotti Securities who has the right to receive dividends from, and the proceeds from the sale of, 500 Shares held in a discretionary account managed by Robotti Securities, no person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
- (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Lionbridge Capital and Robotti Advisors have entered into an agreement, dated November 20, 2020 (the "Coordination Agreement"), pursuant to which they have agreed to coordinate efforts and share certain expenses in connection with the nomination of the Nominees, the conduct of any proxy contest and solicitation of proxies involving the Company, and the purchases and sales of Shares. The Coordination Agreement was filed as Exhibit 99.1 to the Original Schedule 13D and is incorporated herein by reference.
Lionbridge and Robotti are parties to a Joint Filing and Solicitation Agreement, dated as of December 31, 2020 (the "Joint Filing Agreement"), pursuant to which they agreed to jointly file this Amended Schedule 13D and any and all amendments and supplements hereto with the Commission. The Joint Filing Agreement was filed as Exhibit 99.2 to the Original Schedule 13D and is incorporated herein by reference.
Lionbridge Capital and Robotti Advisors have entered into letter agreements pursuant to which they and their affiliates agreed to indemnify the Nominees against claims arising from the solicitation of proxies from the Issuer's stockholders and any related transactions. A form of the indemnification letter agreement was filed as Exhibit 99.4 to the Original Schedule 13D and is incorporated herein by reference.
The Reporting Persons are parties to the 13D Group Agreement, which is attached hereto as Exhibit 99.5 and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits |
|---|---|
| Exhibit 99.1 | Agreement, dated as of November 20, 2020, by and between Lionbridge Capital and Robotti Advisors - Previously Filed. |
| Exhibit 99.2 | Joint Filing and Solicitation Agreement, dated as of December 31, 2020, by and among each of the Reporting Persons - Previously Filed. |
| Exhibit 99.3 | Press Release, dated January 13, 2021, and text of referenced letter to the Issuer, dated January 13, 2021 - Previously Filed. |
| Exhibit 99.4 | Form of Indemnification Letter Agreement - Previously Filed. |
| Exhibit 99.5 | 13D Group Agreement – Filed Herewith. |
| Exhibit 99.6 | Press Release and Letter to Stockholders dated May 25, 2021 – Filed Herewith. |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: May 26, 2021
Lionbridge Capital I LP By: Lionbridge Capital GP, LLC, its General Partner
By: /s/ Greg Morillo Name: Greg Morillo Title: Managing Member
Lionbridge Capital LP By: Lionbridge GP, LLC, its General Partner
By: /s/ Greg Morillo Name: Greg Morillo Title: Managing Member
Lionbridge Capital GP, LLC
By: /s/ Greg Morillo Name: Greg Morillo Title: Managing Member
Lionbridge GP, LLC
By:_____________________________ Name: Greg Morillo Title: Managing Member
Lionbridge Asset Management, LLC
By: /s/ Greg Morillo Name: Greg Morillo Title: Managing Member
Ravenswood Management Company, LLC
By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: Managing Director
The Ravenswood Investment Company L.P.
By: Ravenswood Management Company, LLC, its General Partner
By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: Managing Director
Ravenswood Investments III, L.P.
By: Ravenswood Management Company, LLC, its General Partner
By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: Managing Director
Robotti & Company Advisors, LLC
By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: President and Treasurer
Robotti Securities, LLC
By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: President and Treasurer
Robotti & Company, Incorporated
By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: President and Treasurer
Winthrop Realty Partners, L.P.
By: /s/ Michael L. Ashner Name: Michael L. Ashner Title: Chief Executive Officer
Individuals:
/s/ Greg Morillo Greg Morillo
/s/ Robert E. Robotti Robert E. Robotti
/s/ Thomas D. Ferguson Thomas D. Ferguson
/s/ Mark C. Gelnaw Mark C. Gelnaw
/s/ Raymond V. Marino II Raymond V. Marino II
/s/ John S. Moran John S. Moran
/s/ Michael L. Ashner Michael L. Ashner
SCHEDULE A
Robotti & Company, Incorporated, Robotti & Company Advisors, LLC, and Robotti Securities, LLC
The following table sets forth certain information concerning each of the directors and officers of each of the entities named below as of the date hereof.
| Name: | Robert E. Robotti (Director, President, Treasurer) |
|---|---|
| Citizenship | U.S.A. |
| Principal Occupation: | President and Treasurer, Robotti & Company, Incorporated, Robotti & Company Advisors, LLC, and Robotti Securities, LLC |
| Business Address: | 60 East 42nd Street, Suite 3100, New York, New York 10165 |
| Name: | Nancy Seklir |
| (Director) | |
| Citizenship: | U.S.A. |
| Principal Occupation: | Retired |
| Business Address: | c/o Robotti & Company, Incorporated 60 East 42nd Street, Suite 3100, New York, New York 10165 |
| Name: | Kenneth R. Wasiak |
| (Director) | |
| Citizenship | U.S.A. |
| Principal Occupation: | Retired |
| Business Address: | 104 Gloucester Road, Massapequa, New York 11758 |
| Name: | Suzanne Robotti |
| (Director) | |
| Citizenship | U.S.A. |
| Principal Occupation: | Founder, Medshadow Foundation |
| Business Address: | 60 East 42nd Street, Suite 3100, New York, New York 10165 |
| Name: | Erwin Mevorah |
| (Vice President, Secretary) | |
| Citizenship | U.S.A. |
| Principal Occupation: | Vice President and Secretary, Robotti & Company, Incorporated, |
| Business Address: | Robotti & Company Advisors, LLC, and Robotti Securities, LLC 60 East 42nd Street, Suite 3100, New York, New York 10165 |
SCHEDULE B
Transactions in Securities of the Issuer During the Past Sixty Days
Winthrop Realty Partners, L.P.
| Where and How Transaction | Amount of Securities | Date of | |
|---|---|---|---|
| Effected | Purchased/(Sold) | Price Per Share | Purchase/Sale |
| Open Market Transaction | 5,565 | \$11.51466 | 4/23/2021 |
| Open Market Transaction | 14,052 | \$11.95681 | 4/26/2021 |
| Open Market Transaction | 10,000 | \$11.95960 | 4/27/2021 |
| Open Market Transaction | 10,000 | \$11.63790 | 4/28/2021 |
| Open Market Transaction | 9,689 | \$11.36950 | 4/29/2021 |
| Open Market Transaction | 20,000 | \$11.14450 | 4/30/2021 |
| Open Market Transaction | 14,900 | \$11.34100 | 5/3/2021 |
| Open Market Transaction | 6,130 | \$11.32840 | 5/4/2021 |
| Open Market Transaction | 4,000 | \$10.67350 | 5/5/2021 |
| Open Market Transaction | 5,000 | \$10.44660 | 5/6/2021 |
| Open Market Transaction | 4,000 | \$10.45690 | 5/7/2021 |
| Open Market Transaction | 6,000 | \$10.56010 | 5/10/2021 |
| Open Market Transaction | 7,500 | \$10.66750 | 5/11/2021 |
| Open Market Transaction | 7,500 | \$10.57900 | 5/13/2021 |
| Open Market Transaction | 7,500 | \$11.28610 | 5/14/2021 |
| Open Market Transaction | 5,500 | \$11.17220 | 5/17/2021 |
| Open Market Transaction | 4,140 | \$11.36010 | 5/18/2021 |
| Open Market Transaction | 7,500 | \$11.40220 | 5/19/2021 |
13D GROUP AGREEMENT
This Agreement (this "Agreement") is made and entered into as of May 25, 2021, by and among (1) Lionbridge Capital I, LP, Lionbridge GP, LLC, Lionbridge Capital GP, LLC, Lionbridge Asset Management, LLC, The Ravenswood Investment Company, L.P., Ravenswood Investments III, L.P., Ravenswood Management Company, L.L.C., Robotti & Company, Incorporated, Robotti & Company Advisors, LLC, Robotti Securities, LLC, Robert E. Robotti, Gregory Morillo, Thomas Ferguson, Mark C. Gelnaw, Raymond V. Marino II and John S. Moran, on the one hand (collectively, the "Lionbridge Robotti Group"), and (2) Winthrop Realty Partners, L.P. and Michael L. Ashner (collectively, "Winthrop" and together with members of the Lionbridge Robotti Group, each a "Party," and collectively, the "Parties" or the "Group").
RECITALS
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of CIM Commercial Trust Corporation, a Maryland corporation (the "Company"); and
WHEREAS, the Parties desire to form "group" (as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) for the purpose of (1) the Parties acting as participants in soliciting stockholders to vote "FOR" the election of Thomas D. Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran and Gregory Morillo, (2) taking all other action necessary to achieve the foregoing, and (3) taking any other actions the Group determines to undertake in connection with their respective investment in the Company.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:
-
Each of the undersigned agrees to form a group with respect to the securities of the Company. In furtherance of the foregoing and in accordance with Rule 13d-1(k) under the Exchange Act, the Parties agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the common stock, \$0.001 par value, of the Company, and further agree that this Agreement shall be included as an Exhibit to such joint filing(s). The Parties further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
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Capitalized terms in this Section 2 that are not otherwise defined shall have the respective meanings assigned thereto the Articles of Amendment and Restatement of the Company. So long as this Agreement is in effect, each of the undersigned shall provide written notice to each other, such notice to be given no later than four (4) hours after each such transaction, of (a) any of their purchases or sales of Capital Stock of the Company, or (b) any Capital Stock of
the Company over which they acquire or dispose of beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act); provided, however, that each Party agrees not to purchase or sell Capital Stock of the Company or otherwise increase or decrease its economic exposure to or beneficial ownership over the Capital Stock of the Company if it reasonably believes that, as a result of such action, the Group or any member thereof would be likely to be required to make any regulatory filing (including, but not limited to, a Schedule 13D amendment, Form 3 or Form 4 with the Securities and Exchange Commission (the "SEC")) without using its reasonable efforts to give the other members of the Group at least twelve (12) hours prior written notice; and, provided, further, however, at such time as the Group Beneficially owns or Constructively Owns shares of Capital Stock of the Company in excess of one percent less than the Aggregate Stock Ownership Limit, which is currently 6.25%, no Party hereto shall purchase or beneficially acquire any additional Capital Stock of the Company without the unanimous consent of all of the Parties hereto. In no event will any Party take any action, or fail to take any action, that would result in the Group being the Beneficial Owner or Constructive Owner of Common Stock in excess of 6.25% of the total number of outstanding shares of Common Stock.
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Each of the undersigned agrees to form the Group solely for the purpose of (a) the Parties acting as participants in soliciting stockholders to vote "FOR" the election of Thomas D. Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran and Gregory Morillo, (b) taking all other action necessary to achieve the foregoing and (c) taking any other actions the Group determines to undertake in connection with their respective investment in the Company.
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Each of the Lionbridge Robotti Group and Winthrop shall be responsible for paying its own legal fees and expenses incurred in connection with the Group's activities. The Lionbridge Robotti Group shall be responsible for the preparation of the materials to be used in the solicitation, and shall bear the cost of the preparation of such materials, but each Party shall bear the costs of its review of such materials.
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Each of the Parties hereto agrees that any SEC filing or other public announcement proposed to be made or issued by the Group or any member of the Group in connection with or relating to the Group's activities outlined in Section 3 shall be as directed jointly by the Lionbridge Robotti Group and Winthrop, and each of the Lionbridge Robotti Group and Winthrop shall be provided written notice of and a reasonable opportunity to review and comment upon any such SEC filing or public announcement, as applicable. The Parties hereby agree to work in good faith to resolve any disagreement that may arise between or among any of the members of the Group concerning decisions to be made, actions to be taken or statements to be made in connection with the Group's activities outlined in Section 3.
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The relationship of the Parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any Party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any Party's right to purchase or sell securities of the Company, as it deems appropriate, in its sole discretion, provided that all such purchases and sales are made in compliance with all applicable securities laws and the provisions of this Agreement.
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This Agreement may be executed in counterparts (including by facsimile transmission or portable document format (PDF) or other electronic formats), each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart. Electronic signatures may be used in place of original signatures on this Agreement. Each Party hereto intends to be bound by the signatures on the electronic document, are aware that the other Parties hereto will rely on the electronic signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature. Delivery of an executed signature page of this Agreement by facsimile or by .pdf, .jpeg, .TIFF or other electronic format attached as an electronic mail attachment shall be effective as delivery of a manually executed counterpart hereof.
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This Agreement is governed by and will be construed in accordance with the laws of the State of New York. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the Parties hereto consent and submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.
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The Parties' rights and obligations under this Agreement (other than the rights and obligations set forth in Section 4 and Section 8 which shall survive any termination of this Agreement) shall terminate immediately after the conclusion of the activities set forth in Section 3 or as otherwise agreed to by the Parties. Notwithstanding the foregoing, any Party hereto may terminate his/its obligations under this Agreement on 24 hours' written notice to all other Parties.
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The terms and provisions of this Agreement may not be modified, waived or amended without the written consent of each of the Parties hereto.
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Each of the undersigned Parties hereby agrees that this Agreement shall be filed as an exhibit to the Schedule(s) 13D required to be filed by them as contemplated under Section 1 of this Agreement.
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Nothing contained in this Agreement shall create any partnership or joint venture relationship between the Parties hereto.
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All notices hereunder shall be given by email addressed as set forth below and shall be deemed given at the earlier of when received by all addressees of the respective group set forth below or when acknowledged by any addressee of a group:
If to the Lionbridge Robotti Group, to each of: [email protected], [email protected] and [email protected]; and if to Winthrop, to each of: [email protected], [email protected] and [email protected].
[Signature page follows]
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written.
Lionbridge Capital I, LP By: Lionbridge Capital GP, LLC, its General Partner
By: /s/ Gregory Morillo Name: Gregory Morillo Title: Managing Member
Lionbridge Capital, LP
By: Lionbridge GP, LLC, its General Partner
By: /s/ Gregory Morillo Name: Gregory Morillo Title: Managing Member
Lionbridge Capital GP, LLC
By: /s/ Gregory Morillo Name: Gregory Morillo Title: Managing Member
Lionbridge GP, LLC
By: /s/ Gregory Morillo Name: Gregory Morillo Title: Managing Member
Lionbridge Asset Management, LLC
By: /s/ Gregory Morillo Name: Gregory Morillo Title: Managing Member
Ravenswood Management Company, L.L.C.
By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: President and Treasurer
The Ravenswood Investment Company, L.P.
By: Ravenswood Management Company, L.L.C., its General Partner
By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: Managing Member
Ravenswood Investments III, L.P.
By: Ravenswood Management Company, L.L.C., its General Partner
By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: Managing Member
Robotti & Company Advisors, LLC
By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: President and Treasurer
Robotti Securities, LLC
By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: President and Treasurer
Robotti & Company, Incorporated
By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: President and Treasurer
Winthrop Realty Partners, L.P.
By: /s/ Michael L. Ashner Name: Michael L. Ashner Title: Chief Executive Officer
Individuals:
/s/ Gregory Morillo Gregory Morillo
/s/ Robert E. Robotti Robert E. Robotti
/s/ Thomas D. Ferguson Thomas D. Ferguson
/s/ Mark C. Gelnaw Mark C. Gelnaw
/s/ Raymond V. Marino II Raymond V. Marino II
/s/ John S. Moran John S. Moran
/s/ Michael L. Ashner Michael L. Ashner
Michael Ashner led Winthrop Realty Partners Joins Lionbridge / Robotti 13D Group
Files Preliminary Proxy Statement and Issues Letter to Stockholders
Highlights Plan to Transition Operations of CMCT to Winthrop at Over 60% Cost Savings as Newly Elected Board Studies Best Path Forward for Stockholders
Concerned CMCT's Decision to Delay Annual Meeting is an Attempt to Frustrate Stockholder Vote
Urges Stockholders to Support Highly Qualified Slate of Independent Director Nominees
NEW YORK, May 25, 2021 – Lionbridge Capital I, LP and its affiliates (collectively, "Lionbridge") and The Ravenswood Investment Company L.P. and its affiliates (collectively, Robotti") (Lionbridge and Robotti referred to herein collectively, as the "Nominating Stockholders," "we," or the "group") are pleased to announce that Winthrop Realty Partners, L.P. (together with its affiliates, including Winthrop Capital Advisors LLC and First Winthrop Corp., collectively "Winthrop"), a vertically integrated real estate company led by Michael L. Ashner, has joined them in their effort to elect five highly-qualified independent directors to the board of CIM Commercial Trust Corporation ("CMCT" or the "Company"). Winthrop also disclosed that it has purchased 148,976 shares of CMCT in the open market. Lionbridge, Robotti and Winthrop together own 6% of the outstanding shares of CMCT and today the Nominating Stockholders filed preliminary proxy materials with the Securities and Exchange Commission (the "SEC") in connection with the 2021 Annual Meeting of Stockholders (the "Annual Meeting").
The Nominating Stockholders are also pleased to announce that they have received an initial proposal from Winthrop to replace CIM Group as CMCT's external manager and administrative services provider. Winthrop's proposal, if implemented, could reduce CMCT's corporate overhead by more than 60%, or \$0.76 per share annually. 1 The terms of Winthrop's proposal are set forth in the Appendix to our letter to stockholders below.
Winthrop is a vertically integrated real estate owner, operator, and asset and property management firm. The firm has overseen as external advisor and manager, six publicly traded real estate investment trusts, more than 45 publicly registered syndicated limited partnerships, and in excess of 150 privately syndicated limited partnerships. Winthrop was responsible for the ongoing management and the subsequent full liquidation, partial liquidation, and/or sale of most of these companies or their respective assets. These companies represented the interests of more than 250,000 stockholders and limited partners. Winthrop currently supervises the plan of liquidation for New York REIT, Inc. and Luby's Inc., both public reporting companies.
Greg Morillo, Chief Investment Officer of Lionbridge, provided the following comments on behalf of the Nominating Stockholders: "We are exceptionally pleased to be partnering with Michael Ashner and Winthrop. In addition to highlighting the many deficiencies of the current board, we can now present stockholders a detailed, transparent, and compelling alternative to the status quo. In Winthrop we have secured a partner with directly relevant experience in managing and operating public REITs. Furthermore, in contrast to the current governance structure,
1 Estimated annual asset management and other corporate overhead savings under Winthrop's potential administration are set forth in an Appendix to the letter to stockholders. Winthrop's proposal to manage CIM Commercial Trust Corporation was also filed as pre-solicitation material under cover of Schedule 14A on May 25, 2021.
Winthrop would be reporting to a truly independent board of directors, none of whom would be an employee or principal of Winthrop. As important, Winthrop's proposal is terminable without penalty by independent directors on 30 days' notice, providing the reconfigured board with maximum flexibility as it studies the best path forward for the company and its stockholders."
Mr. Morillo added: "After years of value destruction and blatant disregard for good corporate governance and the best interests of the Company's stockholders, including the current Board's self-serving decision to delay the Annual Meeting without explanation when a credible slate of alternative directors has been proposed, we have methodically worked toward creating a plan to align interests and unlock maximum value for CMCT stockholders. Our slate of highly qualified nominees offers stockholders a way to clearly express their support for an appropriately sized cost structure and a fully independent and robust strategic review process. We intend to take the steps necessary to ensure the effective nomination of our nominees, in light of the delay in holding the Annual Meeting, while reserving the right to further assess our nominations and potential stockholder proposals."
Michael Ashner, Chairman and Chief Executive Officer of Winthrop, provided the following comments: "Winthrop has been an active real estate investor and operator for over 30 years. Having overseen and invested in a number of listed REITs and other public companies over the years, I have rarely seen a cost structure or pattern of governance more injurious to stockholders than the present situation at CMCT. The overhead consumed is grossly out of line for a portfolio of this size and concentration. Fortunately, Winthrop is fully qualified to provide the services and attention required at less than half of what is being charged presently. We look forward to working with a newly constituted board to maximize value and deliver those savings to stockholders. I would like to assure CMCT stockholders that other than this shared goal and our ownership of CMCT shares, we have no business relationship with any of the proposed directors. Further, Winthrop and its affiliates would be barred from acquiring any interest in any CMCT asset other than through our ownership of shares. We hope and expect this represents a refreshing change from the CIM fee structure, which so obviously encumbers the company's share price."
The full text of the letter follows:
May 25, 2021
Dear Fellow Stockholders,
Lionbridge, Robotti, and Winthrop together hold 896,985 shares or 6.0% of the Company's outstanding shares. We invested in CMCT because we believe that the Company's assets have considerable value due to their location in desirable markets with high barriers to entry. Despite attractive assets, however, CMCT has consistently traded at a large discount to its net asset value (NAV) throughout its history as a public company. CMCT shares currently trade at a 50% discount to its recently published NAV compared to the average 14% discount at which its Class A West Coast Office REIT peers currently trade.2
2 Based on closing prices as of May 24, 2021. References to Class A West Coast office REIT peers is the peer group defined by the Nominating Stockholders as Douglas Emmett (NYSE: DEI), Kilroy Realty Corporation (NYSE: KRC), Hudson Pacific Properties, Inc. (NSYE: HPP), and American Assets Trust, Inc. (NYSE: AAT). NAV estimates according to Green Street Advisors Weekly REIT Pricing Review, May 21, 2021.
As detailed in public filings to date, we believe the Company's persistent low market valuation can be explained by numerous structural factors, including a lack of scale, the stock's lack of liquidity, a bloated cost structure, and excessively generous service agreements that benefit the Company's external operator and administrative services provider, CIM Group, which is owned and controlled by CMCT's chairman and two additional directors. Ultimately, we attribute these failings to the board's lack of independence and poor corporate governance practices, which, in our view, have insulated CIM management from accountability and have resulted in the significant destruction of stockholder value.
We do not believe CMCT can grow or lease its way out of its structural defects and is therefore unlikely to meaningfully close its NAV discount in its current structure. Without question, a comprehensive and fully independent review of strategic alternatives is required. Despite repeated calls for such action by ourselves and other stockholders, the Company has yet to issue a public response since our nominations and has refused to engage with us despite our numerous good faith efforts over the past several months to work constructively with the Board to address the structural issues we have identified and to help unlock value. Furthermore, we are deeply concerned by the Board's decision to indefensibly delay the Annual Meeting without explanation when a credible slate of alternative directors has been proposed. We believe this reflects the clear failure by CIM and the Board to act as responsible stewards of a publicly traded company with a broad set of unaffiliated stockholders.
In our view, the Company's current directors, who bear responsibility for overseeing CMCT's persistent underperformance and long history of weak governance, have repeatedly demonstrated that they are not capable and/ or willing to conduct a credible and fully independent strategic review process, especially when the outcome involves serious conflicts of interest for CIM management and many of its Board members. We believe most Board members lack independence due to longstanding relationships with CIM, CIM-affiliated entities, or other entities controlled by its chairman.
The 79% majority of independent stockholders deserve to be represented by a board that is responsive to their concerns and whose interests are fully aligned with theirs. For that reason, we have nominated a slate of five highly qualified nominees who possess significant industry expertise and public company executive and board experience to do what the current board apparently will not: vigorously and impartially explore all alternatives for value creation with a primary focus on what is best for all its stockholders.
Our Nominees Have the Right Skills and Industry Expertise and They Plan to Unlock Maximum Value for Stockholders
Our proposed nominees have a track record of success. This group of individuals collectively possesses an impressive and comprehensive set of skills spanning finance, operations, mergers and acquisitions expertise; public company board governance and oversight; as well as decades of senior-level investment and management experience in both public and private real estate markets.
Of equal importance, these professionals would have no relationship with CIM Group other than in their capacity as directors of the Company. Our nominees' independence and industry expertise will enable the reconfigured board to run a fair and unfettered process to explore alternatives to unlock value for the benefit of all CMCT stockholders.
If elected, our slate will initiate the workstreams noted below. The Company may not terminate CIM's service agreements without CIM's consent. Accordingly, if it is in the best interests of stockholders for the Company to terminate these agreements and if CIM is uncooperative, the board would evaluate all legal rights and remedies to terminate the relationship.
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- Review and address all third-party contracts and other agreements
- Confirm the portfolio is being properly managed by qualified real estate professionals with an appropriate fee structure.
- Address "change of control" considerations. Given the over-secured nature of the Company's existing credit facilities, we believe CIM, in accordance with its fiduciary duties, can secure appropriate waivers. In the unlikely event such waivers are not obtained, Walker and Dunlop has provided us with a "highly confident" letter indicating that it can arrange necessary financing to repay, in full, amounts due and payable under CMCT's current financing agreements.
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- Address excessive overhead by negotiating the termination of existing service agreements and transitioning management of CMCT to effect significant cost savings
- Winthrop has provided us an initial term sheet (see Appendix hereto) to manage CMCT's existing assets and operations, including public company accounting and reporting functions, at over 60% savings, which provides the board with maximum flexibility, as the proposal is terminable by independent directors on 30 days' notice. This allows an immediate benefit to stockholders, while also allowing the board to continue to study the best path forward for the Company and its stockholders.
- Fee is strictly based on a percentage of the fair value of the assets managed plus reimbursement of third party overhead (i.e., accounting, D&O insurance, legal, annual audit etc.).
- Winthrop receives no commissions or incentive fees on the sale of any assets, termination penalty or any other transaction fees.
- In the event of a sale of one or more assets, neither Winthrop nor its affiliates will seek to acquire any interest in the assets to be sold.
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- Form a strategic review committee comprised of independent directors to evaluate all strategic alternatives available to the Company, including but not limited to a substantial sale of assets, merger, sale of the Company or liquidation
- Conduct a comprehensive portfolio review of all assets and implications (e.g., tax, etc.) of selling each property.
- If determined to be in the best interests of stockholders, engage qualified real estate brokers to initiate a robust, independent, and competitive sales process, enabling the Board to ascertain fair market value for each asset and/or the Company as a whole.
- In the event a plan of liquidation is proposed, strategic review committee shall determine an appropriate sales timeline for each asset and range of acceptable values as well as an appropriate transition and disposition plan for the lending business.
- Advise stockholders of the results of the review in a timely manner and rationale for action taken.
Importantly, even if all five of our nominees are elected, we fully expect and will encourage two CIM insiders to remain on the seven-member board, providing boardroom continuity. To ensure a smooth transition and minimal disruption, our slate is committed to working with CIM where it is in the best interests of stockholders, including the termination of existing service agreements on reasonable terms. At present, CMCT's contractual relationships with CIM Group are a burden and major impediment to the execution of a full and unfettered strategic review process.
In accordance with its fiduciary duties, we are hopeful that CIM would work in good faith with the newly reconfigured board. If it is uncooperative, however, the board will evaluate all legal rights and remedies to terminate the relationship with CIM. At the same time, it may elect to proceed with a disposition program to sell assets at appropriate values and return capital to stockholders. In doing so, the Board will act with the proper sense of urgency considering the excessively high costs of operating the Company as a going concern while existing service agreements remain in place.
Our Commitment to Forthright and Transparent Communications with Fellow Stockholders
A reconstituted board will also commit to clear, direct, and honest communications with fellow stockholders, a fundamental duty of public-company stewardship and one in which CIM Group is also failing its stockholders. We would like to highlight a few recent examples of what we believe are inaccurate, misleading, or incomplete disclosures in Company correspondence with stockholders:
• Most recently, the disclosure that the Company would be delaying its Annual Meeting appeared in a single line item on page 45 of its first quarter 10-Q filed on May 10, 2021 with no explanation provided. A simultaneous earnings press release containing management commentary on the quarter's highlights makes no reference to this development. Instead, the messaging focused on acquisition efforts and even represented that "our flexible capital allows us to minimize risk for our stockholders," a comment which we believe misrepresents the Company's true financial flexibility.
One of the many shortcomings of CMCT is its capital-constrained balance sheet. All of its handful of assets are encumbered by debt, and its credit facilities have remaining availability of less than \$35 million3—an amount, in our view, wholly insufficient to fund the significant capital expenditures required to harvest full value from its portfolio and to fund development projects, let alone meaningful acquisitions. CMCT is reporting negative FFO and is essentially borrowing money through the preferred stock issuance program to fund fees due to CIM Group. It is inexplicable to us that the CEO would tout the Company's financial strength given its cash flow constraints and the fact that total leverage exceeds 65% of gross assets, at fair value, well in excess of its own targets4 and double the leverage levels of its peer group.5 We believe there is virtually no flexibility in the Company's capital structure to grow other than by transactions that will be dilutive to current stockholders given the Company's persistent share discount.
3 As disclosed in the Quarterly Report on Form 10-Q filed on May 10, 2021, page 42.
5 Average leverage including preferred stock for West Coast Office REIT peer group is 33%. (i.e., 36% for Douglas Emmett Inc., 28% for Kilroy Realty Corp., 37% for Hudson Pacific Properties Inc., and 31% for American Assets Trust Inc.). Source: Green Street Advisors, Office REITs Company Snapshots, May 15, 2021.

4 Based on Debt, Preferred Stock, and fair value of "Investments in real estate" and "Loans receivable" as disclosed in March 2021 Investor Presentation, slide 28. CMCT's target capital structure consists of Debt and Preferred Equity equal to 55% of fair value, slide 24.
- On February 11, 2021, CMCT filed a Form 8-K for the principal purpose of disclosing the appointment of a director, but also for three "Other Events," the last of which referred to an "announcement" of a new preliminary estimate of NAV. The range of the new estimate reflected a decline of 21–23% from previous estimates. It is highly concerning that a decline of this magnitude in estimated NAV would be buried in an 8-K filing highlighting unrelated business and not the subject of a dedicated press release or even special conference call along with a detailed explanation.
- In its first quarter earnings release, CMCT noted, "In 2019, we sold nearly \$1 billion of largely stabilized assets and paid a \$42 per share special dividend in order to realize the value that we created in the portfolio [emphasis added]." In doing so, it continues to portray this asset-sale program and special dividend as discretionary capital allocation moves made in response to strong markets and emblematic of CIM's willingness to return capital to stockholders. As discussed in our January 13th letter, based on firsthand accounts from CIM's partners in CIM Urban REIT, CMCT's predecessor, we believe the asset sales and return of capital were being demanded by the partners, and were not what CIM Group was otherwise inclined to do.
- Despite its self-described transition from a private fund to a "high-quality public REIT," CMCT has never held a conference call with stockholders despite this being standard practice among all its peers.
Forthright and transparent stockholder communications are vital to investor confidence and a competitive public-market valuation. Beyond the structural and governance flaws, the Company and its board are failing its stockholders on this measure as well. Our nominees have decades of experience in reviewing and preparing stockholder correspondence and understanding investor sensitivities. If elected to the board, we will pledge to employ these skills to radically improve investor communications and provide ample information for the investment community to grade us against the plan we outline.
Support our Slate by Voting the GOLD Card
Our independent nominees form an experienced team that intends to focus first and foremost on unlocking value for the benefit of all stockholders: They are:
Thomas D. Ferguson, 66, is a commercial real estate investment professional with extensive experience in the investment, management, construction, sales, and financing of all major types of commercial real estate projects including office, hotel, multifamily, senior living, student housing, and golf related investments. Mr. Ferguson is currently the Managing Member of 511 Partners, LLC, a private company he founded that provides real estate consulting services to financial institutions concerning public and private real estate related investments. He also serves on the Special Committee for Intelsat Envision Holdings, Inc. From 2003 to 2019, Mr. Ferguson worked in the Merchant Banking division of Goldman Sachs & Co. While at Goldman Sachs, Mr. Ferguson served a secondment as the Chief Executive Officer of American Golf, a portfolio company of Goldman Sachs. From 1983 to 1997, Mr. Ferguson worked for
Paragon, a private real estate development and management company headquartered in Dallas, where he was directly involved the company's IPO in 1994 as Chief Financial Officer up until its merger with Camden Property Trust in 1997.
Mr. Ferguson would bring to the board his extensive real estate investment and management experience together with his senior level experience working at a large investment firm.
Mark C. Gelnaw, 63, is a senior investment executive with significant experience leading, developing, and managing new businesses within various types of financial services environments. Mr. Gelnaw is currently the Managing Partner of Breakwater Ventures, LLC, a New York and Florida based company he founded in 2006 to develop, invest in, and manage a set of diverse business opportunities relating to real estate, energy services, medical devices, diagnostic equipment, and emerging companies. From 2000 to 2005, Mr. Gelnaw served in various senior management roles at Deutsche Bank in New York, where, among other roles, he was responsible for the development of the global real estate business by altering the strategic direction to a third-party business. From 1997 to 2000, Mr. Gelnaw was a Managing Director in the Equities Division of the London branch of Deutsche Bank Securities, Inc., where he served on the firm's Global Equity Management Committee. From 1986 to 1996, Mr. Gelnaw served in various senior roles at Deutsche Bank, Lehman Brothers, Inc., and Salomon, Inc. Mr. Gelnaw received a bachelor's degree in Accounting from Georgetown University and is a Certified Public Accountant.
Mr. Gelnaw would bring to the board his strong accounting background and valuable experience in the investment management industry both at large public financial institutions and more recently through his own private company.
Raymond V. Marino II, 62, has served in several senior executive positions with two publicly traded real estate investment trusts. From 2001 to 2012, he was a member of the Board of Directors, President and Chief Operating Officer of Mission West Properties, Inc., which developed, owned, and managed significant office and research and development space in the Silicon Valley of the San Francisco Bay area. From 1996 to 2000, Mr. Marino was the President and CEO and a member of the Board of Directors of Pacific Gateway Properties, Inc., which developed and owned a diverse portfolio of suburban and central business district multitenant office, multifamily, industrial, hospitality, retail, and mixed-use properties in five states. Mr. Marino served as Chief Financial Officer and Chief Operating Officer of the company from 1992 to 1996. Early in his career, Mr. Marino worked for four years at Coopers & Lybrand (now PriceWaterhouseCoopers LLP), and he held several other senior financial management positions with public and private companies. Mr. Marino is a graduate of Golden Gate University, where he obtained an M.S. degree, and of Santa Clara University, where he obtained a B.S. degree.
Mr. Marino would bring to the board his valuable real estate investment and management experience, including his role as director and executive officer of two publicly real estate investment trusts over a 20-year period.
John S. Moran, 60, has approximately 35 years of experience working in publicly traded real estate securities as a securities analyst, intuitional portfolio manager, investment manager and investor. Since 2018, Mr. Moran has worked as an Investment Analyst for Robotti Securities, LLC, a broker-dealer registered with the U.S. Securities and Exchange Commission. From 2015 to 2018, Mr. Moran was a Vice President at JP Morgan Securities. Mr. Moran has also served in various senior financial analyst and investment management roles at several financial institutions including Morgan Stanley, Kidder
Peabody, A.G. Edwards & Sons, Ingalls & Snyder, and PRA Securities Advisors, which is now a subsidiary of Heitman Capital Management, where he served as a portfolio manager for one of the first dedicated institutional mutual funds for investing in real estate investment trusts. Mr. Moran holds a B.S. in Business Administration – Finance and Banking from the University of Missouri. He is a Chartered Financial Analyst (CFA) and also holds the FINRA Series 7 and 63 licenses with Robotti Securities, LLC.
Mr. Moran would bring to the board his valuable experience as an investment analyst, especially in the area of real estate investment trusts.
Gregory Morillo, 35, is an independent investment management and real estate industry professional with significant experience investing in direct real estate as well as publicly traded real estate and real estate related securities. Mr. Morillo founded Lionbridge Capital, LP in 2018, a value-oriented investment company that invests in REITs and real estate related companies. Prior to founding Lionbridge, from 2015 to 2018, Mr. Morillo was an Analyst at Kingstown Capital LP, a value-oriented investment partnership that focuses on special situation securities across the capital structure. Previously, Mr. Morillo worked at Talisman Group, LLC and Wesley Capital Management, LLC, where he was responsible for real estate related investments. Mr. Morillo received his B.S. in Economics from the Wharton School at the University of Pennsylvania in 2008.
Mr. Morillo will bring to the board his valuable experience in the real estate and investment industries, including investing in publicly traded real estate securities.
Very truly yours,
Greg Morillo Robert Robotti Managing Member of General Partner to Managing Director of General Partner to
Lionbridge Capital I, LP The Ravenswood Investment Company L.P.
CONTACT:
Greg Morillo Lionbridge Capital LP Email: [email protected] Tel: (212) 300-8003
John Moran Robotti & Company Advisors LLC Email: [email protected] Tel: (646) 442-6702
Bob Marese MacKenzie Partners, Inc. Email: [email protected] Tel: (212) 929-5500
Important Information
This filing is not a solicitation of a proxy from any security holder of CIM Commercial Trust Corporation, a Maryland corporation (the "Company"). Lionbridge Capital, LP and The Ravenswood Investment Company L.P., together with the other participants named herein (collectively, the "Participants"), intend to file a definitive proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2021 Annual Meeting of Stockholders of CIM Commercial Trust Corporation.
Stockholders are urged to read the definitive proxy statement and GOLD proxy card when they become available, because they will contain important information about the Participants, the nominees, the Company and related matters. Stockholders may obtain a free copy of the definitive proxy statement and GOLD proxy card (when available) and other documents filed by the Participants with the SEC at the SEC's web site at www.sec.gov. The definitive proxy statement (when available) and other related SEC documents filed by the Participants with the SEC may also be obtained free of charge from the Participants.
Participants in Solicitation
The participants in the proxy solicitation are Lionbridge Capital, LP ("Lionbridge"), Lionbridge Capital I, LP ("Lionbridge I"), Lionbridge GP, LLC ("Lionbridge GP") Lionbridge Capital GP, LLC ("Lionbridge I GP"), Lionbridge Asset Management, LLC ("Lionbridge AM"), The Ravenswood Investment Company L.P. ("Ravenswood I"), Ravenswood Investments III, L.P. ("Ravenswood III"), Ravenswood Management Company, LLC ("Ravenswood Management"), Robotti & Company, Incorporated ("Robotti & Company"), Robotti & Company Advisors, LLC ("Robotti Advisors"), Robotti Securities, LLC ("Robotti Securities"), Robert E. Robotti, Gregory Morillo, Thomas Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran, Winthrop Realty Partners, L.P. and Michael L. Ashner.
As of the date hereof, (i) Lionbridge directly owned 60,761 shares of the Company's Common Stock, \$0.001 par value per share (the "Common Stock"), (ii) Lionbridge I directly owned 183,339 shares of Common Stock; (iii) Ravenswood I directly owned 293,415 shares of Common Stock; (iv) Ravenswood III directly owned 174,135 shares of Common Stock; (v) Lionbridge GP, as the general partner of Lionbridge, may be deemed the beneficial owner of the 60,761 shares of Common Stock owned directly by Lionbridge; (vi) Lionbridge I GP as the general partner of Lionbridge I, may be deemed the beneficial owner of the 183,339 shares of Common Stock owned directly by Lionbridge I; (vii) Lionbridge AM, as the asset manager of each of Lionbridge and Lionbridge I, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (viii) Gregory Morillo, as the managing member of each of Lionbridge GP, Lionbridge I GP, LLC and Lionbridge AM, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (ix) Ravenswood Management, as the general partner of each of Ravenswood I and Ravenswood III, may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (x) Robotti Advisors, as the investment adviser of each of Ravenswood I and Ravenswood III may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (xi) Robotti Securities may be deemed to be the beneficial owner of 500 shares of Common Stock owned in a discretionary account managed for a customer by Robotti Securities; (xii) Robotti & Company, (a) as the parent of Robotti Advisors, its wholly-owned subsidiary, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned by Robotti Advisors, and (b) as the parent of Robotti Securities, its wholly-owned subsidiary, may be deemed the beneficial owner of 500
shares of Common Stock owned in a discretionary account managed by Robotti Securities for a customer; (xiii) Mr. Robotti, as the Managing Director of Ravenswood Management, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned by Ravenswood Management; and (xiv) Mr. Robotti, as the President and controlling shareholder of Robotti & Company, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III, for which Robotti Advisors acts as investment adviser, and the 500 shares of Common Stock owned in a discretionary account managed by Robotti Securities for a customer. As of the date of hereof, Mr. John Moran was the direct beneficial owner of 35,859 shares of Common Stock and none of Messrs. Ferguson, Gelnaw or Marino II beneficially owned any shares of Common Stock. As of the date hereof, Winthrop Realty Partners, L.P. is the beneficial owner of 148,976 shares of Common Stock, and Michael L. Ashner may be deemed to beneficially own the shares held by Winthrop Realty Partners, L.P.
| 10 |
|---|
Via Email to:
[email protected] [email protected] [email protected]
April 22, 2021
Re: Request for Proposal to Manage CIM Commercial Trust Corporation
Dear Messrs. Morillo, Moran and Robotti:
First Winthrop Corp. and its affiliated companies (collectively, "Winthrop") is pleased to provide a proposal to replace the external operator and administrative services provider to CIM Commercial Trust Corporation ("CMCT" or the "Company"). The terms of our proposal are set forth in Exhibit A.
Our proposal contemplates providing all external management services for the Company on an ongoing basis, subject to a strategic review and direction of a newly constituted board of directors. We understand that such a review could dictate a range of outcomes, including but not limited to a substantial sale of assets, merger, sale of the company or liquidation. Winthrop expects to be able to manage CMCT's existing assets and operations at significant savings while the board studies the best path forward for the company and its shareholders.
As to our qualification, there are a number of considerations worthy of mention. Winthrop, its affiliates and predecessors (collectively, the "Winthrop Group") is a vertically integrated real estate owner, operator, and asset and property management firm founded by its Chairman and Chief Executive Officer Michael Ashner in 1995. The firm has overseen as external advisor and manager six publicly traded real estate investment trusts, more than 45 publicly registered syndicated limited partnerships and in excess of 150 privately syndicated limited partnerships. Winthrop was responsible for the ongoing management and the subsequent full liquidation, partial liquidation and/or sale of most of these companies or their respective assets. These companies represented the interests of more than 250,000 shareholders and limited partners.
Winthrop currently supervises the plan of liquidation for New York REIT, Inc. and Luby's Inc., both public reporting companies. Most recently Winthrop also successfully initiated and completed the plan of liquidation for Winthrop Realty Trust, a New York Stock Exchange real estate investment trust which converted into a liquidating trust on August 8, 2016. Such efforts resulted in shareholders realizing cash distributions and stock price of more than \$17 a share as compared to a stock price of approximately \$11 a share at the time the plan of liquidation was first announced. Through this and prior endeavors, Winthrop acquired particular knowledge and experience with all regulatory requirements and the specific GAAP accounting rules pertaining to conducting a plan of liquidation. The corporate infrastructure of Winthrop remains essentially intact.
Finally, all senior members of the Winthrop team have at least 10 years of real estate experience with more than 25 plus employees in our corporate offices. As outlined in Exhibit A, we estimate that annual savings to the Company should exceed \$11 million in asset management fees and other corporate overhead costs on an ongoing basis.
Furthermore, no affiliate of Winthrop or the advising entity would seek to acquire any interest of the assets to be sold in the event of a proposed plan of liquidation. Our affiliates are shareholders of CMCT with an in-depth knowledge of the Company and its assets. As shareholders, our principal goal through this process would be to maximize shareholder value through a consensual and close relationship with the Board of Directors.
Winthrop agrees to provide you with all commercially reasonable information (the "Information") as you may request in connection with any offering materials provided to shareholders of the Company or others in connection with any proposed proxy solicitation or other offer to the Company (the "Offering Materials") and agrees that the terms set forth herein may be disclosed in any such materials; provided, however, that in no event shall any information about Winthrop be disclosed including as to this proposal without first obtaining the written consent of Winthrop, which consent shall not be unreasonably withheld or conditioned other than for appropriate mutual customary indemnification provisions relating to such Offering Materials. You agree to promptly reimburse Winthrop for all third-party costs associated with any such disclosure. Any final and binding agreement between the parties shall contain such mutual customary indemnification provisions relating to any Offering Materials used in connection with any shareholder solicitation and thereafter in the event Winthrop is engaged to provide external advisory services on behalf of CMCT.
Except for the preceding paragraph which shall be binding on the parties hereto, upon the execution by both parties of this response to request for proposal, (i) this proposal is not intended to be binding on any of the parties hereto and (ii) neither party hereto nor any of their respective affiliates or successors or assigns will have any legal obligation whatsoever to any other party hereto, or with respect to the proposed transaction contemplated hereby, unless and until all terms and conditions of a definitive agreement has been duly executed by the applicable parties.
Please do not hesitate to contact me with respect to any questions or additional information you should require.
Sincerely,
/s/ John Garilli
John Garilli President and Chief Operating Officer First Winthrop Corp
| Existing (CIM Group Administration) | First Winthrop Corp ("Winthrop") Proposal |
|
|---|---|---|
| Term: | Perpetual term | If an ongoing basis, a one-year term with six-month renewals unless terminated by the Company on 30 days' notice. If subject to a plan of liquidation, an 8-month term, automatically renewed for three-month periods unless terminated by the Company upon 30 days' notice. |
| Termination: | Neither the Master Services Agreement nor the Investment Management Agreement may be terminated by us (except in limited circumstances for cause in the case of the Master Services Agreement) |
Yes at: (i) expiration of then current term; (ii) without cause and without penalty upon 60 day notice; (iii) for Good Reason with 45 day notice; (iv) upon change in control or (v) by the independent directors of the company with Cause. |
| Termination Fee: | None specified | None |
| Asset Management Fee: | Tiered asset management fee based on fair value of real properties | Fixed quarterly fee percentage of 0.10% on |
Fair Value of CMCT assets
fair value of real properties and associated
assets of CMCT.
and associated assets of CMCT.
| \$ 4,000,000 | \$ 20,000,000 | 0.1000% | |
|---|---|---|---|
| \$ 1,000,000 \$ 1,500,000 |
\$ 1,500,000 \$ 4,000,000 |
0.2250% 0.2125% |
|
| \$ 500,000 |
\$ 1,000,000 | 0.2375% | |
| \$ - | \$ 500,000 |
0.2500% | |
| From Greater of | To and Including | Percentage | |
| Quarterly Fee |
- Fair value of CMCT assets equal to \$951.9M based on "Investments in real estate – at fair value" and "Loans Receivable – at fair value" as disclosed in Estimated Net Asset Value as of 12/31/20. Source: March 2021 Investor Presentation.
| Other Corporate Overhead | ||
|---|---|---|
| - General and Administrative |
Includes public company expenses, legal, accounting, tax preparation, and G&A associated with lending segment. 2020 Actual: \$6,772,000.00 |
Includes the following estimated third party expenses and costs that are not covered by Asset Management Fee (above): |
| - - Incentive Fee |
Corporate Expense Reimbursements Pursuant to the terms of the amended Master Services Agreement, CIM Service Provider, LLC (the "Administrator") receives compensation and or reimbursement for services such as accounting, tax, reporting, internal audit, legal, compliance, risk management, IT, human resources, corporate communications and on-going support in connection with the Company's offering of Preferred Stock. 2020 Actual: \$2,243,000.002 CMCT permanently eliminated its \$1.1 million annual base service fee and replaced it with an incentive fee, which is equal to 15% of CMCT's quarterly core funds from operations in excess of a quarterly threshold of 1.75% (i.e. 7% on an annualized basis) of CMCT's average adjusted common stockholders' equity. |
• Accounting: \$1MM • Legal/Audit: \$400K • Director Compensation: \$400K • D&O Insurance: \$400K • Other third party Public Company Costs: \$800K • No expense reimbursement for overhead • No incentive fee |
| No incentive expected through 20213 | • No set up fee costs |
|
| Total Other Corporate Overhead: | Approx. \$9,000,000 | Approx. \$3,000,000 |
| Total Cost (2)(3) | Approx. \$18,043,000 | Approx. \$6,807,000 |
| Per-share annual savings | Annual Asset Management + Other Corporate Overhead savings under Winthrop's administration | Approx. \$11,236,000 Approx. \$0.76 |
| 2. Equal to 2020 Expense reimbursements to related parties-corporate 3. According to Company disclosures. |
| 2020 Actual Costs Incurred | Estimate of fees to Winthrop | |
|---|---|---|
| Property Management Fees | \$1,670,000.00 | Market Rates |
| Onsite Management and Other Cost | \$3,356,000.00 | Market Rates |
| Reimbursement | ||
| Leasing Commissions | \$112,000.00 | None |
| Construction management fees | \$344,000.00 | Market Rates |
| Property Disposition Fees | Undisclosed | None |
| Acquisition Fees: | Undisclosed | None |
| Financing Fee: | Undisclosed | None |
| Lending Segment Expenses | \$3,491,000.00 | Will operate at cost |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
- ☒ Preliminary Proxy Statement
- ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
- ☐ Definitive Proxy Statement
- ☐ Definitive Additional Materials
- ☐ Soliciting Material Pursuant to §240.14a-12
CIM COMMERCIAL TRUST CORPORATION
(Name of Registrant as Specified in its Charter)
LIONBRIDGE CAPITAL I, LP LIONBRIDGE CAPITAL, LP LIONBRIDGE CAPITAL GP, LLC LIONBRIDGE GP, LLC LIONBRIDGE ASSET MANAGEMENT, LLC GREGORY MORILLO THE RAVENSWOOD INVESTMENT COMPANY L.P. RAVENSWOOD INVESTMENTS III L.P. RAVENSWOOD MANAGEMENT COMPANY, LLC ROBOTTI & COMPANY ADVISORS, LLC ROBOTTI SECURITIES, LLC ROBOTTI & COMPANY, INCORPORATED ROBERT E. ROBOTTI THOMAS D. FERGUSON MARK C. GELNAW RAYMOND V. MARINO II JOHN S. MORAN WINTHROP REALTY PARTNERS, L.P. MICHAEL L. ASHNER
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Phillip M. Goldberg Foley & Lardner LLP 321 North Clark Street Suite 2800 Chicago, IL 60654-5313 (312) 832-4549
-with copies to-Peter D. Fetzer Foley & Larder LLP 777 East Wisconsin Avenue Suite 3800 Milwaukee, WI 53202-5306 (414) 297-5596
Payment of Filing Fee (Check the appropriate box):
- ☒ No fee required.
- ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
- (1) Title of each class of securities to which transaction applies:
- (2) Aggregate number of securities to which transaction applies:
- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
- (4) Proposed maximum aggregate value of transaction:
- (1) Title of each class of securities to which transaction applies:
(5) Total fee paid:
- ☐ Fee paid previously with preliminary materials.
- ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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- (4) Date Filed:
PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION DATED MAY 25, 2021
CIM COMMERICAL TRUST CORPORATION ANNUAL MEETING OF STOCKHOLDERS [•], 2021
PROXY STATEMENT OF LIONBRIDGE CAPITAL I, LP AND THE RAVENSWOOD INVESTMENT COMPANY L.P.
PLEASE SIGN, DATE AND RETURN THE GOLD PROXY CARD TODAY IN THE POSTAGE-PAID ENVELOPE PROVIDED
Lionbridge Capital I, LP and The Ravenswood Investment Company L.P. (referred to herein together with their affiliates as "Nominating Stockholders" or "we") are investors in CIM Commercial Trust Corporation ("CMCT" or the "Company") with beneficial ownership in aggregate of 748,009 shares of common stock, par value \$0.01 per share (the "Common Stock") equal to approximately 5.0% of its outstanding shares. We are furnishing this proxy statement (this "Proxy Statement") and the accompanying GOLD proxy card to the stockholders of the Company to solicit proxies in connection with the 2021 Annual Meeting of Stockholders, and any adjournments, postponements, reschedulings or continuations thereof and any other meeting of stockholders which may be called or held in lieu thereof (the "Annual Meeting"), scheduled to be held at [•] Time, on [•], 2021, at the [•], located at [•]. The principal executive office of CMCT is located at 17950 Preston Road, Suite 600, Dallas, Texas.
The Nominating Stockholders note that the Company has unexpectedly disclosed that the Annual Meeting will occur sometime in the fourth quarter. The Company has not yet announced the date of the Annual Meeting. When the Company announces the day on which the Annual Meeting will occur in the fourth quarter, this will result in a new nomination window during which we will need to submit our nominees for election. We currently intend to take the steps necessary to ensure the effective nomination of our nominees, in light of the delay in holding the Annual Meeting, while reserving the right to further assess our nominees and potential stockholder proposals. We will file a revised preliminary proxy statement to reflect our most current nomination notice and related information, at the appropriate time.
As expressed in public filings to date, the Nominating Stockholders believe that CMCT shares are undervalued due to, among other things, a lack of scale, excessive cost structure and a systemic pattern of governance abuses by the Company's external operator and administrative services provider ("CIM" or "CIM Group"). We strongly believe the value of CMCT's assets will never be fully realized in its current structure and that a robust and fully independent strategic review is required to maximize stockholder value.
We have nominated a slate of highly qualified directors who possess deep real estate and capital markets experience needed to help properly evaluate and pursue the full range of strategic alternatives available to the Company in a disinterested fashion. We are seeking your support at the Annual Meeting, for the following:
-
- To elect Nominating Stockholders' director nominees, Thomas D. Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran, and Gregory Morillo (the "Nominees") to the Board of Directors of the Company (the "Board").
-
- To vote "AGAINST" a non-binding advisory resolution approving the compensation paid to CIM Commercial Trust Corporation's named executive officers.
-
- To ratify on an advisory (non-binding) basis of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for fiscal 2021.
The Company has set [•], 2021 as the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting (the "Record Date"). Holders of common stock at the close of business on the Record Date are entitled to vote at the Annual Meeting.
This Proxy Statement and the accompanying GOLD Proxy card are first being sent or given to the stockholders of the Company on or about [•], 2021.
WHY YOU WERE SENT THIS PROXY STATEMENT
This Proxy Statement is seeking your support at the Annual Meeting of CIM Commercial Trust Corporation for the following:
-
- To vote "FOR" the election of Thomas D. Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran, and Gregory Morillo to the Board of Directors of the Company (the "Board").
-
- To vote "AGAINST" a non-binding advisory resolution approving the compensation paid to CIM Commercial Trust Corporation's named executive officers.
The GOLD proxy card also allows you to vote on the following proposal that is being presented by the Company for stockholder consideration at the Annual Meeting:
• Ratification on an advisory (non-binding) basis of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for fiscal 2021.
The following persons may be deemed to be participants in soliciting stockholders to vote "FOR" the election of Thomas D. Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran and Gregory Morillo and to vote "AGAINST" the approval on an advisory (non-binding) basis the compensation of the Company's named executive officers (referred to herein together as "Participants", "we", "our", or "us"): Lionbridge Capital I, LP; Lionbridge Capital, LP; Lionbridge GP, LLC; Lionbridge Capital GP, LLC; Lionbridge Asset Management, LLC; The Ravenswood Investment Company L.P.; Ravenswood Investments III, L.P.; Ravenswood Management Company, LLC; Robotti & Company, Incorporated; Robotti & Company Advisors, LLC; Robotti Securities, LLC; Robert E. Robotti; Gregory Morillo; Thomas Ferguson; Mark C. Gelnaw; Raymond V. Marino II; John S. Moran; Winthrop Realty Partners, L.P.; and Michael L. Ashner.
REASONS FOR THE SOLICITATION
We invested in CMCT because we believe that the Company's assets have considerable value due to their location in desirable markets with high barriers to entry. Despite attractive assets,
however, CMCT has consistently traded at a large discount to its net asset value (NAV) throughout its history as a public company. We believe the Company's persistent low market valuation is due to, among other things, a lack of scale, the stock's lack of liquidity, a bloated cost structure, and excessively generous service agreements that benefit the Company's external operator and administrative services provider, CIM Group, which is owned and controlled by CMCT's chairman and two additional directors.
We Believe a Strategic Review is Required to Maximize Value
As detailed in public filings to date, we do not believe the Company can grow or lease its way out of its structural issues and is therefore unlikely to meaningfully close the gap between its market price and its NAV in its current structure. To be a viable public company, CMCT would need to drastically reduce its cost structure. Simultaneously, significant asset growth would be required, not only to absorb overhead costs, but to expand the portfolio beyond its handful of highly concentrated investments to better align the risk profile of the company with peer REITs. Given the Company's persistent share discount, this is not possible, in our view, without significant dilution to existing owners.
In our view, a comprehensive and fully independent review of strategic alternatives is required. We have performed extensive diligence on the Company's assets and believe there are numerous institutional investors that are interested in acquiring CMCT's properties at attractive prices. We are confident that the aggregate pricing that could be achieved through an orderly and transparent sales process will enable stockholders to realize near-term value that far exceeds what this company could ever trade for as a public going concern.
We Question the Board's Ability to Run A Credible Strategic Review and Act in the Best Interests of Stockholders
Despite repeated calls by ourselves and other stockholders for the Board to explore strategic alternatives to maximize stockholder value, the Company has yet to issue a public response since our nominations. The Company has also refused to engage with us despite our numerous good faith efforts to work constructively with the Board to address the structural issues we have identified and to help bring its market value closer to its NAV.
In our view, the Company's current directors, who bear responsibility for overseeing CMCT's persistent underperformance and long history of weak governance, have repeatedly demonstrated they cannot be trusted to conduct a credible and fully independent strategic review process, especially when the outcome involves serious conflicts of interest for CIM management and many of its board members. We believe most Board members are conflicted due to longstanding relationships with CIM, CIM-affiliated entities, or other entities controlled by its chairman.
We believe CIM wields undue influence over a number of current directors. In our view, truly independent directors would never have consented to or endorsed excessively generous, automatically renewing service agreements that cannot be terminated by the Board, even for poor performance, without the consent of CIM itself. We also believe truly independent directors would have protested and prevented the Company from issuing stock to CIM Group at approximately 40% of then appraised net asset value in lieu of cash for its first quarter 2020 investment management fees, essentially rewarding poor performance. Furthermore, we are deeply concerned by the Board's decision to delay the 2021 Annual Meeting without explanation when a credible slate of alternative directors has been proposed. We believe such actions reflect the clear failure by CIM and the Board to act as responsible stewards of a publicly traded company with a broad set of unaffiliated stockholderss. They also reflect, in our view, the sort of behavior to which stockhoders without proper representation will remain vulnerable barring significant change at the Board level.
Proposed Nominees Will Bring Much Needed Change
Given the Board's lack of commitment to an exploration of strategic alternatives, combined with its failure to address CMCT's structural flaws and persistent share discount, we have nominated a slate of five highly qualified nominees who possess significant industry expertise and public company executive and board experience. This group of individuals collectively possess an impressive and comprehensive set of skills spanning finance, operations, and mergers and acquisitions expertise; public company board governance and oversight; as well as decades of senior-level investment and management experience in both public and private real estate
markets. They each have the necessary experience and willingness to step in, on an interim basis, to fill executive management functions as necessary in addition to their duties as directors.
Of equal importance, these professionals would have no relationship with CIM Group other than in their capacity as directors of the Company. Our nominees' independence and industry expertise will enable the reconfigured board to run a fair and unfettered process to explore alternatives to unlock value for the benefit of all CMCT stockholders.
We anticipate that a newly constituted Board—one that is free of conflict, undue influence, and intransigence, which, in our opinion, characterizes the current Board—will engage in an open and transparent process to maximize stockholder value for the 79% majority outside stockholders. In doing so, we believe the new slate would explore all options, including a sale for cash and/or a mix of cash and securities of another publicly traded company, or, if appropriate, an orderly liquidation of CMCT's assets.
MEETING DETAILS AND PROXY MATERIALS
At the Annual Meeting, we currently believe, based on the Company's past stockholder meetings, that the stockholders of CMCT will be asked to consider and vote upon: (1) the election of seven directors to the Board to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified; (2) the approval of a non-binding advisory resolution approving the compensation paid to CMCT's named executive officers; (3) the ratification of the appointment of BDO USA, LLP as independent registered public accounting firm for fiscal 2021; and (4) the transaction of such other business that may properly come before the Annual Meeting.
We intend to vote all of the shares of common stock that we are entitled to vote, including proxies solicited by these proxy materials, as follows:
-
- FOR the election of Thomas D. Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran and Gregory Morillo.
- 2. AGAINST the approval on an advisory (non-binding) basis of the compensation of the Company's named executive officers.
- 3. FOR the ratification on an advisory (non-binding) basis of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for fiscal 2021
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on [•], 2021. This Proxy Statement and the accompanying GOLD proxy card are available at [•].
IMPORTANT
Your vote is important, no matter how many or how few shares you own. We urge you to sign, date and return the enclosed GOLD proxy card today.
• If your shares are registered in your own name, you can vote in one of several ways: (1) visit the website listed on the enclosed GOLD proxy card to vote via the Internet; (2) call the telephone number specified on the enclosed GOLD proxy card to vote by telephone; (3) attend the Annual Meeting to vote in person; or (4) sign and date the enclosed GOLD proxy card and return it today in the enclosed postage-paid envelope.

• If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the beneficial owner of the shares held in "street name," and these proxy materials, together with a GOLD voting form, are being forwarded to you by your broker, bank or other holder of record. As a beneficial owner, you must instruct your broker, trustee or other representative how to vote. Your broker cannot vote your shares on your behalf without your instructions. Depending upon your broker, bank or other holder of record, you may be able to vote either by telephone or by the Internet. You may also vote by signing, dating and returning the enclosed voting form.
We urge you not to return any proxy card you receive from the Company. If you have already sent a proxy card furnished by Company management or the Board or have otherwise submitted a proxy using one of the methods described in the CMCT Proxy Statement, you may revoke that proxy and vote on each of the proposals described in this Proxy Statement by signing, dating and returning the enclosed GOLD proxy card. It is important to note that only your latest dated proxy card will be counted at the Annual Meeting. See "Revocation of Proxies" for a discussion of the manner in which proxies may be revoked.
If you have questions, require assistance in voting your GOLD Proxy card, or need additional copies of these proxy materials, please contact MacKenzie Partners, Inc., our proxy solicitors, at the following address, telephone number or email address listed below:

1407 Broadway, 27th Floor New York, New York 10018
Banks and Brokerage Firms, Please Call: (212) 929-5500 Stockholders and All Others Call Toll-Free: (800) 322-2885 Email: [email protected]
BACKGROUND OF THE SOLICITATION
The following is a chronology of material events leading up to this proxy solicitation:
- Lionbridge Capital I, LP and its affiliates (collectively, "Lionbridge") and The Ravenswood Investment Company L.P. and its affiliates (collectively, "Robotti"), as stockholders, first began independently engaging with representatives of CMCT in 2019 and 2018, respectively.
- On November 11, 2020, Lionbridge held a routine due diligence call with Steve Altebrando, Vice President of Portfolio Oversight for CIM Group. During the call, Mr. Morillo expressed his concern regarding CMCT's cost structure and service agreements with the Company's external operator and administrative services provider, CIM Group, and requested a meeting with Richard Ressler, the Company's chairman.
- On November 18, 2020, Lionbridge and Robotti spoke with David Thompson, the Company's Chief Executive Officer, and Mr. Altebrando. On the call, Lionbridge and Robotti expressed its concerns regarding, among other things, the structural weaknesses of CMCT and the circumstances surrounding the Company's formation.
- On November 20, 2020, Lionbridge and Robotti entered into an agreement (the "Lionbridge/Robotti Agreement"), pursuant to which the parties agreed to coordinate certain efforts with respect to the purchase and sale of shares of common stock of CMCT and other activities related to its engagement with the Company.
- On November 20, 2020, Lionbridge and Robotti sent a private letter (the "November 20th Letter") to Mr. Thompson and Mr. Altebrando, which noted the Company's failure to respond to its numerous structural failings for an extended period and that Lionbridge and Robotti intended to submit a slate of alternative directors at the upcoming annual meeting in the hopes that the Board will pursue a course of action that addresses CMCT's structural flaws and persistent share discount. Accordingly, Lionbridge and Robotti requested a copy of the Proposed Nominee Questionnaire ("Questionnaire"). The November 20th Letter expressed the desire by Lionbridge and Robotti to discuss viable, concrete options to realize fair value for stockholders.
- On November 24, 2020, Lionbridge and Robotti sent an email to Mr. Altebrando requesting confirmation that the Company received the November 20th Letter and reiterating its request to receive the Questionnaire. Later that day, Mr. Altebrando confirmed receipt of the November 20th Letter and indicated the Questionnaire would be sent "shortly."
- On November 30, 2020, Lionbridge and Robotti received the Questionnaire.
- On December 14, 2020, Lionbridge and Robotti delivered notice to CMCT of their intent to nominate the Nominees to the Board at the Company's 2021 Annual Meeting of Stockholders.

- On December 30, 2020, the Company announced in an 8-K filing that Robert C. Cresci, a member of the Company's Board of Directors, passed away on December 22, 2020.
- On January 13, 2021, Lionbridge and Robotti filed a Schedule 13D and issued a press release that included an open letter to the Board (the "January 13th Letter") announcing the nomination of the Nominees to the Board at the Company's 2021 Annual Meeting of Stockholders. In the January 13th Letter, Lionbridge and Robotti expressed their concerns regarding the viability of CMCT as a stand-alone going concern due to, among other things, its lack of scale, excessive cost structure and long history of poor corporate governance practices. The January 13th Letter further explained that board change is necessary to protect the interests of the 79% majority independent stockholders of CMCT and that, if elected, a reconstituted board will undertake a comprehensive strategic review process that unlocks stockholder value.
- On February 11, 2021, the Company announced in an 8-K filing the appointment of a new director and chairman of the audit committee to fill the vacancy created by the passing of Mr. Cresci.
- March 15, 2021, Lionbridge and Robotti issued a press release that included an open letter to the Board ("March 15th Letter") reiterating, among other things, the urgent need for the Board to explore strategic alternatives to maximize stockholder value and that such a review must be led by fully independent directors, unaffiliated with CIM Group, such as its Nominees. In its March 15th Letter, Lionbridge and Robotti again expressed their willingness to discuss the need for Board reconstitution and to reach a resolution with the Board that is in the best interests of all CMCT stockholders.
- On May 25, 2021, Lionbridge and Robotti entered into a 13D Group Agreement with Winthrop Realty Partners, L.P. and Michael L. Ashner (the "13D Group Agreement"). Winthrop is a vertically integrated real estate owner, operator and asset and property management firm. The firm has overseen as external advisor and manager six publicly traded real estate investment trusts, more than 45 publicly registered syndicated limited partnerships and in excess of 150 privately syndicated limited partnerships. Winthrop has provided a proposal to replace CIM Group as CMCT's external manager and administrative services provider. Winthrop's proposal, if implemented as intended, could reduce CMCT's corporate overhead by more than 60%, or \$0.76 per share annually.
- As of May 25, 2021, despite multiple opportunities for the Company's Board and management team to engage with our nominees, CMCT has chosen not to do so.
- On May 25, 2021, we filed our Preliminary Proxy Statement.
PROPOSAL 1 ELECTION OF DIRECTORS
Under the CMCT Articles of Amendment and Restatement and the By-laws, each as amended and restated to date, directors at CMCT are elected each year. Set forth below are our nominees for election as Directors.
| Thomas D. Ferguson: | Mr. Ferguson, age 66, is a commercial real estate investment professional with extensive experience in the investment, management, construction, sales, and financing of all major types of commercial real estate projects including office, hotel, multifamily, senior living, student housing, and golf related investments. Mr. Ferguson is currently the Managing Member of 511 Partners, LLC, a private company he founded that provides real estate consulting services to financial institutions concerning public and private real estate related investments. He also serves on the Special Committee for Intelsat Envision Holdings, Inc. From 2003 to 2019, Mr. Ferguson worked in the Merchant Banking division of Goldman Sachs & Co. While at Goldman Sachs, Mr. Ferguson served a secondment as the Chief Executive Officer of American Golf, a portfolio company of Goldman Sachs. From 1983 to 1997, Mr. Ferguson worked for Paragon, a private real estate development and management company headquartered in Dallas, where he was directly involved the company's IPO in 1994 as Chief Financial Officer up until its merger with Camden Property Trust in 1997. The Nominating Stockholders believe that Mr. Ferguson's extensive real estate investment and management experience together with his senior level experience working at a large investment firm will make him a valuable addition to the Board. |
|---|---|
| Mark C. Gelnaw: | Mr. Gelnaw, age 63, is a senior investment executive with significant experience leading, developing, and managing new businesses within various types of financial services environments. Mr. Gelnaw is currently the Managing Partner of Breakwater Ventures, LLC, a New York and Florida based company he founded in 2006 to develop, invest in, and manage a set of diverse business opportunities relating to real estate, energy services, medical devices, diagnostic equipment, and emerging companies. From 2000 to 2005, Mr. Gelnaw served in various senior management roles at |
Deutsche Bank in New York, where, among other roles, he was responsible for the development of the global real estate business by altering the strategic direction to a third-party business. From 1997 to 2000, Mr. Gelnaw was a Managing Director in the Equities Division of the London branch of Deutsche Bank Securities, Inc., where he served on the firm's Global Equity Management Committee. From 1986 to 1996, Mr. Gelnaw served in various senior roles at Deutsche Bank, Lehman Brothers, Inc., and Salomon, Inc. Mr. Gelnaw received a bachelor's degree in Accounting from Georgetown University and is a Certified Public Accountant. The Nominating Stockholders believe that Mr. Gelnaw's accounting background and his extensive investment management experience both at large public financial institutions and more recently through his own private company will make him a valuable addition to the Board.
Raymond V. Marino II: Mr. Marino, age 62, has served in several senior executive positions with two publicly traded real estate investment trusts. From 2001 to 2012, he was a member of the Board of Directors, President and Chief Operating Officer of Mission West Properties, Inc., which developed, owned, and managed significant office and research and development space in the Silicon Valley of the San Francisco Bay area. From 1996 to 2000, Mr. Marino was the President and CEO and a member of the Board of Directors of Pacific Gateway Properties, Inc., which developed and owned a diverse portfolio of suburban and central business district multitenant office, multifamily, industrial, hospitality, retail, and mixed-use properties in five states. Mr. Marino served as Chief Financial Officer and Chief Operating Officer of the company from 1992 to 1996. Early in his career, Mr. Marino worked for four years at Coopers & Lybrand (now PriceWaterhouseCoopers LLP), and he held several other senior financial management positions with public and private companies. Mr. Marino is a graduate of Golden Gate University, where he obtained an M.S. degree, and of Santa Clara University, where he obtained a B.S. degree. The Nominating Stockholders believe that Mr. Marino's senior management roles in two publicly traded real estate investment trusts will make him a valuable addition to the Board.
John S. Moran: Mr. Moran, age 60, has approximately 35 years of experience working in publicly traded real estate securities as a securities analyst, intuitional portfolio manager, investment manager and investor. Since 2018, Mr. Moran has worked as an Investment Analyst for Robotti Securities, LLC, a broker-dealer registered with the U.S. Securities and Exchange Commission and FINRA. From 2015 to 2018, Mr. Moran was a Vice President at JP Morgan Securities. Mr. Moran has also served in various senior financial analyst and investment management roles at several financial institutions including Morgan Stanley, Kidder Peabody, A.G. Edwards & Sons, Ingalls & Snyder, and PRA Securities Advisors, which is now a subsidiary of Heitman Capital Management, where he served as a portfolio manager for one of the first dedicated institutional mutual funds for investing in real estate investment trusts. Mr. Moran holds a B.S. in Business Administration – Finance and Banking from the University of Missouri. He is a Chartered Financial Analyst (CFA) and also holds the FINRA Series 7 and 63 licenses with Robotti Securities, LLC. The Nominating Stockholders believe that Mr. Moran's substantial investment analyst experience, especially in the area of real estate investment trusts, will make him a valuable addition to the Board.
Gregory Morillo: Mr. Morillo, age 35, is an independent investment management and real estate industry professional with significant experience investing in direct real estate as well as publicly traded real estate and real estate related securities. Mr. Morillo founded Lionbridge Capital, LP in 2018, a value-oriented investment company that invests in REITs and real estate related companies. Prior to founding Lionbridge, from 2015 to 2018, Mr. Morillo was an Analyst at Kingstown Capital LP, a value-oriented investment partnership that focuses on special situation securities across the capital structure. Previously, Mr. Morillo worked at Talisman Group, LLC and Wesley Capital Management, LLC, where he was responsible for real estate related investments. Mr. Morillo received his B.S. in Economics from the Wharton School at the University of Pennsylvania in 2008. The Nominating Stockholders believe that Mr. Morillo will be a valuable addition to the Board because of his extensive real estate investment and management experience, together with his familiarity with the capital markets and institutional investors.
The combination of experience, skill sets, and qualifications disclosed above led to the conclusion that each of the nominees should serve as a Director of the Company. None of the entities or organizations reflected in the business experience of the nominees is a parent, subsidiary or other affiliate of the Company. The role of an effective Director inherently requires certain personal qualities, such as integrity, as well as the ability to comprehend, discuss and critically analyze materials and issues that are presented so that the Director may exercise judgment and reach conclusions in fulfilling his duties and fiduciary obligations. We believe that the background and expertise of each nominee evidences those abilities and are appropriate to his serving on the Company's Board.
We believe that each of Mr. Ferguson, Mr. Gelnaw, Mr. Marino, Mr. Moran and Mr. Morillo would be deemed an "independent director" within the meaning of (i) the applicable NASDAQ listing standards applicable to board composition and (ii) Section 301 of the Sarbanes-Oxley Act of 2020, and that each would qualify as an "audit committee financial expert" as that term is defined by the SEC.
We expect that our nominees will be able to stand for election but in the event that one or more are unable to serve or for good cause will not serve, the shares represented by the enclosed GOLD proxy card will be voted for a substitute nominee (or nominees, as the case may be), to the extent this is not prohibited under the Company's charter documents and applicable law. In addition, we reserve the right to solicit proxies for the election of such substitute nominee(s) if the Company makes or announces any changes to its charter documents or takes or announces any other action that has, or, if consummated, would have, the effect of disqualifying our nominees, to the extent this is not prohibited under the Company's charter documents and applicable law. In any such case, shares represented by the enclosed GOLD proxy card will be voted for such substitute nominee(s). We reserve the right to nominate additional persons, to the
extent this is not prohibited under the Company's charter documents and applicable law, if the Company increases the size of its board above its existing size or increases the number of directors whose terms expire at the Annual Meeting.
MECHANICS OF VOTING IN THE ELECTION
It is our expectation that there will be seven directors elected at the Annual Meeting. The enclosed Proxy Statement is soliciting proxies to elect only our five nominees. Accordingly, the enclosed GOLD proxy card may only be voted for our Nominees and does not confer voting power with respect to any of the Company's director nominees. Stockholders who return the GOLD proxy card will only be able to vote for our five nominees and will not have the opportunity to vote for two other nominees to fill the two other seats up for election at the 2021 Annual Meeting.
A plurality voting standard applies to the election of directors at the Annual Meeting. So, stockholders will be able to cast only "FOR" or "WITHHOLD" votes in the election of directors, and the seven nominees receiving the most "FOR" votes will be elected as directors. Since we are only proposing five nominees for the Board, if our nominees are elected, the Company's two nominees with the highest number of shares voted in such nominees' favor will also be elected. Withhold votes will be counted as present and entitled to vote for purposes of determining the presence of a quorum at the Annual Meeting, but will not be counted in determining the outcome of the election of directors.
With a plurality voting standard applying to the election of directors at the Annual Meeting, stockholders will not be able to abstain from voting in the election of directors. Abstentions will be counted as present and entitled to vote for purposes of determining the presence of a quorum at the Annual Meeting.
For brokerage or other nominee accounts that receive proxy materials from, or on behalf of, both the Company and us, all items listed in the notice for the meeting will be considered "non-routine" matters. In that case, if you do not submit any voting instructions to your broker or other nominee, your shares will not be counted in determining the outcome of any of the proposals at the Meeting, nor will your shares be counted for purposes of determining whether a quorum exists.
WE URGE YOU TO VOTE "FOR" THOMAS D. FERGUSON, MARK C. GELNAW, RAYMOND V. MARINO II, JOHN S. MORAN AND GREGORY MORILLO USING THE ENCLOSED GOLD PROXY CARD.
IN THE ABSENCE OF SPECIFIC INSTRUCTIONS, WE WILL VOTE "FOR" THOMAS D. FERGUSON, MARK C. GELNAW, RAYMOND V. MARINO II, JOHN S. MORAN AND GREGORY MORILLO.
PROPOSAL 2 ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION
As described in detail in CMCT's proxy statement, CMCT is asking stockholders to indicate their support for executive officer compensation. This proposal, commonly known as a "say-on-pay" proposal, gives stockholders the opportunity to express their views on the compensation of CMCT's named executive officers. So, stockholders may endorse or not endorse CMCT's executive pay program through the following non-binding resolution:
["Resolved, that the stockholders approve, on a non-binding advisory basis, the compensation of Jan F. Salit, the Company's only named executive officer being compensated by the Company, as disclosed pursuant to the SEC's compensation disclosure rules, including the Compensation Discussion and Analysis, compensation tables and narrative discussion contained in the proxy statement."]
We are soliciting stockholders to vote "AGAINST" this Proposal because [•].
Because the vote on this Proposal is advisory, it will not be binding upon the Board. However, CMCT has indicated that it will take into account the outcome of the vote when considering future executive compensation arrangements.
The non-binding advisory resolution regarding the compensation of the named executive officers described in this Proposal shall be approved if the votes cast in favor of the resolution exceed the votes cast against the resolution. Abstentions and broker nonvotes will not be counted as either votes cast for or against the resolution.
WE URGE YOU TO VOTE AGAINST THE SAY-ON-PAY PROPOSAL. IN THE ABSENCE OF SPECIFIC INSTRUCTIONS, WE WILL VOTE AGAINST WITH RESPECT TO THIS PROPOSAL.
PROPOSAL 3
ADVISORY (NON-BINDING) RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
In the CMCT proxy statement, the Company is asking stockholders to ratify the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the Company's 2021 fiscal year.
According to the Company's Proxy Statement, if the appointment of BDO USA, LLP is not ratified, the Audit Committee of the Board will reconsider whether it is appropriate to retain another independent registered public accountant.
WE RECOMMEND A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. IN THE ABSENCE OF SPECIFIC INSTRUCTIONS, WE WILL VOTE "FOR" WITH RESPECT TO THIS PROPOSAL.
WHO CAN VOTE AT THE ANNUAL MEETING
Only stockholders of record of CMCT common stock at the close of business on [•], 2021, the Record Date, are entitled to notice and to vote at the Annual Meeting.
HOW TO VOTE BY PROXY
Your vote is important, no matter how many or how few shares you own. We urge you to sign, date and return the enclosed GOLD proxy card today.
- If your shares are registered in your own name, you can vote in one of several ways: (1) visit the website listed on the enclosed GOLD proxy card to vote via the Internet; (2) call the telephone number specified on the enclosed GOLD proxy card to vote by telephone; (3) attend the Annual Meeting to vote in person; or (4) sign and date the enclosed GOLD proxy card and return it today in the enclosed postage-paid envelope.
- If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the beneficial owner of the shares held in "street name," and these proxy materials, together with a GOLD voting form, are being forwarded to you by your broker, bank or other holder of record. As a beneficial owner, you must instruct your broker, trustee or other representative how to vote. Your broker cannot vote your shares on your behalf without your instructions. Depending upon your broker, bank or other holder of record, you may be able to vote either by telephone or by the Internet. You may also vote by signing, dating and returning the enclosed voting form.
Whether you plan to attend the Annual Meeting or not, we urge you to vote your shares now. Please contact our proxy solicitor, MacKenzie Partners, Inc., at (800) 322-2885 if you require assistance in voting your shares. This Proxy Statement and the accompanying GOLD proxy card are available at [•].
Properly executed proxies will be voted in accordance with the directions indicated thereon. If you sign the GOLD proxy card but do not make any specific choices, your proxy will vote your shares as follows:
-
- FOR the election of Thomas D. Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran and Gregory Morillo to the Board.
- 2. AGAINST the approval on an advisory (non-binding) basis the compensation of the Company's named executive officers.
- 3. FOR the ratification on an advisory (non-binding) basis the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021.
You should refer to the Company's proxy statement and form of proxy distributed by the Company for the names, backgrounds, qualifications and other information concerning the Company's nominees. We are NOT seeking authority to vote for and will NOT exercise any authority regarding the Company's seven nominees. There is no assurance that any of the Company's nominees will serve if elected with Thomas D. Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran and Gregory Morillo.
Rule 14a-4(c)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), governs our use of discretionary proxy voting authority with respect to a matter that is not known by us a reasonable time before our solicitation of proxies. It provides that if we do not know, a reasonable time before making our solicitation, that a matter is to be presented at the meeting, then we are allowed to use our discretionary voting authority when the proposal is raised at the meeting, without providing any discussion of the matter in this Proxy Statement. If any other matters are presented at the Annual Meeting for which we may exercise discretionary voting, your proxy will be voted in accordance with the best judgment of the persons named as proxies on the attached proxy card. At the time this Proxy Statement was mailed, we knew of no matters which needed to be acted on at the Annual Meeting, other than those discussed in this Proxy Statement.
If any of your shares are held in the name of a brokerage firm, bank, bank nominee or other institution on the record date, only that entity can vote your shares and only upon its receipt of your specific instructions. Accordingly, please contact the person responsible for your account at such entity and instruct that person to execute and return the GOLD proxy card on your behalf. You should also sign, date and mail the voting instruction that your broker or banker sends you when you receive it (or, if applicable, vote by following the instructions supplied to you by your bank or brokerage firm, including voting by telephone or via the internet). Please do this for each account you maintain to ensure that all of your shares are voted.
A large number of banks and brokerage firms are participating in a program that allows eligible stockholders to vote by telephone or via the Internet. If your bank or brokerage firm is participating in the telephone voting program or Internet voting program, then such bank or brokerage firm will provide you with instructions for voting by telephone or the Internet on the voting form. Telephone and Internet voting procedures, if available through your bank or brokerage firm, are designed to authenticate your identity to allow you to give your voting instructions and to confirm that your instructions have been properly recorded. Stockholders voting via the Internet should understand that there might be costs that they must bear associated with electronic access, such as usage charges from Internet access providers and telephone companies. If your bank or brokerage firm does not provide you with a voting form, but instead you receive the GOLD proxy card, then you should mark our proxy card, date it and sign it, and return it in the enclosed postage-paid envelope.
VOTING AND PROXY PROCEDURES
Stockholders of CMCT may not cumulate votes relating to the election of directors. For the other proposals presented at the Annual Meeting, stockholders are entitled to one vote for each common share the stockholder owned of record on the Record Date.
Only stockholders of record of CMCT common stock at the close of business on the Record Date are entitled to notice and to vote at the Annual Meeting. At least a majority of shares outstanding on the Record Date and entitled to vote must be represented at the Annual Meeting, either in person or by proxy, in order to constitute a quorum for the transaction of business. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum.
Proxies relating to "street name" shares that are voted by brokers on some but not all of the matters before stockholders at the Annual Meeting will be treated as shares present for purposes of determining the presence of a quorum on all matters, but will not be entitled to vote at the Annual Meeting on those matters as to which authority to vote is not given to the broker ("broker non-votes").
The following will not be votes cast and will have no effect on the election of any director nominee: (1) a share whose ballot is marked as withheld; (2) a share otherwise present at the meeting but for which there is an abstention; and (3) a share otherwise present at the meeting as to which a stockholder gives no authority or direction (other than a share voted pursuant to a signed proxy card on which the stockholder has not indicated any voting direction).
The proposal on the advisory (non-binding) vote to approve named executive officer compensation requires the affirmative vote "FOR" of a majority of the shares present and voting on this matter. Abstentions and broker non-votes will have no effect on the outcome of the proposal.
The proposal on the advisory (non-binding) vote to ratify the selection of the independent registered public accounting firm requires the affirmative vote "FOR" of a majority of the shares present and voting on this matter. Abstentions and broker nonvotes will have no effect on the outcome of the proposal.
For brokerage or other nominee accounts that receive proxy materials from, or on behalf of, both CMCT and us, all items listed in the notice for the meeting will be considered "non-routine" matters. In that case, if you do not submit any voting instructions to your broker or other nominee, your shares will not be counted in determining the outcome of any of the proposals at the Annual Meeting.
However, for brokerage or other nominee accounts that receive proxy materials only from CMCT, the broker or other nominee will be entitled to vote shares held for a beneficial owner only on the ratification of the appointment of BDO USA, LLP, as CMCT's independent auditor for the year ending December 31, 2021, without instructions from the beneficial owner of those shares. In this event, a broker or other nominee still will not be entitled to vote shares held for a beneficial owner on non-routine proposals, which include the election of directors and the approval of the other proposals.
REVOCATION OF PROXIES
A proxy given pursuant to this solicitation may be revoked at any time before it is voted. If you are a record holder, you may revoke your proxy and change your vote by: (1) the timely delivery of a duly executed proxy bearing a later date; (2) providing timely written notice of revocation to the Company's Corporate Secretary at the Company's principal executive offices in 17950 Preston Road, Suite 600 Dallas, Texas 75252; or (3) attending the Annual Meeting and giving oral notice of your intention to vote in person. If you are the beneficial owner of shares held in street name, you may revoke your proxy and change your vote: (1) by submitting new voting instructions to your broker, bank or other nominee in accordance with their voting instructions, or (2) if you have obtained a legal proxy from your bank, broker or other nominee giving you the right to vote your shares in person, by attending the Annual Meeting, presenting the completed legal proxy to the Company and voting in person. You should be aware that simply attending the Annual Meeting will not in and of itself constitute a revocation of your proxy.
Only holders of record as of the close of business on the Record Date will be entitled to vote at the Annual Meeting. If you were a stockholder of record on the Record Date, you will retain
your voting rights for the Annual Meeting even if you sell your shares after the Record Date. Accordingly, it is important that you vote the shares held by you on the Record Date, or grant a proxy to vote such shares, even if you sell such shares after the Record Date.
ALTHOUGH YOU MAY VOTE MORE THAN ONCE, ONLY ONE PROXY WILL BE COUNTED AT THE ANNUAL MEETING, AND THAT WILL BE YOUR LATEST-DATED, VALIDLY EXECUTED PROXY.
If you have already sent a proxy to management of the Company, you can revoke that proxy by signing, dating and mailing the GOLD proxy card or by voting in person at the Annual Meeting.
SOLICITATION OF PROXIES; EXPENSES
The entire expense of preparing and mailing this Proxy Statement and any other soliciting material and the total expenditures relating to the solicitation of proxies (including, without limitation, costs, if any, related to advertising, printing, fees of attorneys, financial advisors, solicitors, accountants, public relations, transportation and litigation) will be borne by us. In addition to the use of the mails, proxies may be solicited by us and/or our regular employees by telephone, e-mail, facsimile, and personal solicitation, for which no additional compensation will be paid to those persons engaged in such solicitation. Proxies will not be solicited by specially engaged employees. Banks, brokerage houses, and other custodians, nominees, and fiduciaries will be requested to forward solicitation material to the beneficial owners of the common stock that such institutions hold, and we will reimburse such institutions for their reasonable out-of-pocket expenses.
We have retained MacKenzie Partners, Inc., a proxy solicitation firm, to assist in the solicitation of proxies at a fee estimated not to exceed \$[•], plus reimbursement of reasonable out-of-pocket expenses and fees related to calls to solicit stockholders. Approximately [25] persons will be utilized by that firm in its solicitation efforts.
We estimate that our total expenditures relating to the solicitation of proxies will be approximately [\$750,000], which includes, without limitation, costs, if any, related to advertising, printing, fees of attorneys, financial advisors, solicitors, accountants, public relations, transportation, and litigation.
We intend to seek reimbursement from the Company for our actual expenses in connection with this solicitation. If elected, our nominees will submit the matter to a vote of the Company's Board. The Company's Board may vote to submit the matter of reimbursement to a vote of the Company's stockholders. If elected to the Company's Board, Thomas D. Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran and Gregory Morillo, intend to vote in favor of reimbursing us and submitting the matter to a vote of the Company's stockholders. If the matter is submitted to a vote of the Company's stockholders, we will vote our shares in favor of such reimbursement and will accept the results of such stockholder vote.
CERTAIN INFORMATION REGARDING THE PARTICIPANTS
The following persons are participants in the solicitation: Lionbridge Capital I, LP; Lionbridge Capital, LP; Lionbridge GP, LLC; Lionbridge Capital GP, LLC; Lionbridge Asset Management, LLC; The Ravenswood Investment Company L.P.; Ravenswood Investments III, L.P.; Ravenswood Management Company, LLC; Robotti & Company Incorporated; Robotti & Company Advisors, LLC; Robotti Securities, LLC; Robert E. Robotti; Gregory Morillo; Thomas Ferguson; Mark C. Gelnaw; Raymond V. Marino II; John S. Moran; Winthrop Realty Partners, L.P.; and Michael L. Ashner. Each Participant's age, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is carried on is provided below.
| Name | Principal Occupation or Employment | Name, Business and Address Employer |
|---|---|---|
| Lionbridge Capital, LP | Operates as a private investment partnership to invest in securities. |
600 Madison Avenue, 24th Floor, New York, NY 10022 |
| Robotti & Company Advisors, LLC | Operates as an investment adviser. | One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, NY 10165-0057 |
| Gregory Morillo | Mr. Morillo is an independent investment management and real estate industry professional and founded Lionbridge Capital, LP |
600 Madison Avenue, 24th Floor, New York, NY 10022 |
| Thomas Ferguson | Mr. Ferguson is a commercial real estate investment professional and is currently the managing member of 511 Partners, LLC. |
c/o 511 Partners, LLC, 3889 Maple Ave, Suite 350, Dallas, TX 75219 |
| Mark C. Gelnaw | Mr.Gelnaw is a senior investment executive and is currently the managing partner of Breakwater Ventures, LLC. |
19100 SE County Line Rd, Tequesta, Florida 33469 |
| Raymond V. Marino II | Mr. Marino was previously a member of the board of directors, president and chief operating officer of Mission West Properties, Inc. |
1600 West Hillsdale Blvd., Suite 204, San Mateo, CA 94402 |
| John S. Moran | Mr. Moran is an investment analyst for Robotti Securities. |
c/o Robotti Securities LLC, One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, NY 10165-0057 |
| Lionbridge Capital I, LP | Lionbridge Capital I, LP operates as private investment partnership. |
600 Madison Avenue, 24th Floor, New York, NY 10022 |
|---|---|---|
| Lionbridge GP, LLC | Lionbridge GP, LLC is the general partner of Lionbridge Capital, LP. |
600 Madison Avenue, 24th Floor, New York, NY 10022 |
| Lionbridge Capital GP, LLC | Lionbridge Capital GP, LLC is the general partner of Lionbridge Capital I, LP and Lionbridge Capital Offshore Fund, LLC. |
600 Madison Avenue, 24th Floor, New York, NY 10022 |
| Lionbridge Asset Management, LLC | Lionbridge Asset Management, LLC is the investment manager of Lionbridge Capital I, LP, Lionbridge Capital, LP and Lionbridge Capital Offshore Fund, LLC, and is responsible for the formulation and implementation of the investment strategy. |
600 Madison Avenue, 24th Floor, New York, NY 10022 |
| The Ravenswood Investment Company L.P. | The Ravenswood Investment Company L.P. is a private investment partnership. |
One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, NY 10165- 0057 |
| Ravenswood Investments III, L.P. | Ravenswood Investments III, L.P. is a private investment partnership. |
One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, NY 10165- 0057 |
| Ravenswood Management Company, LLC | Ravenswood Management Company, LLC is the general partner of both The Ravenswood Investment Company L.P. and Ravenswood Investments III, L.P. |
One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, NY 10165- 0057 |
| Robotti & Company, Incorporated | Robotti & Company, Incorporated is the parent company to Robotti & Company Advisors, LLC and Robotti Securities, LLC. |
One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, NY 10165- 0057 |
| Robotti Securities, LLC | Robotti Securities, LLC is a registered broker-dealer. One Grand Central Plaza, 60 East 42nd | Street, Suite 3100, New York, NY 10165- 0057 |
| Robert E. Robotti | Robert Robotti is the President of Robotti & Company Advisors, LLC and Robotti Securities, LLC. |
c/o Robotti & Company, Incorporated, One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, NY 10165-0057 |
|---|---|---|
| Winthrop Realty Partners, L.P. | Winthrop Realty Partners L.P., together with its affiliates, is a a vertically integrated real estate owner, operator and asset and property management firm. |
Two Liberty Square 9th Floor Boston, MA 02109 |
| Michael L. Ashner | Michael L. Ashner is currently the Chief Executive Officer of Winthrop Realty Partners, L.P., Winthrop Capital Advisors LLC and their affiliates. |
c/o Winthrop Capital Advisors LLC, 2 Jericho Plaza, Wing A, Suite 111, Jericho, New York, 11753 |
With regard to Lionbridge Capital I, LP and The Ravenswood Investment Company L.P. who are the stockholders proposing the nominees, the name and address of (a) any beneficial owner of stock of the Company that is owned by Lionbridge Capital I, LP and The Ravenswood Investment Company L.P. (using the definition of beneficial owner under Rule 13d-3 of the Exchange Act) and (b) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Lionbridge Capital I, LP and The Ravenswood Investment Company L.P. or such beneficial owner (a "Nominating Stockholder Associated Person") is set forth herein.
Name Business Address
Lionbridge Capital Offshore Fund Ltd. 600 Madison Avenue, 24th Floor, New York, NY 10022
Lionbridge Capital I, LP and Lionbridge Capital, LP operate as private investment partnerships (the "Partnerships"). Lionbridge Capital Offshore Fund Ltd. acts as a feeder vehicle for investment in Lionbridge Capital I, LP and is set up to hold non-voting (participating) interests in Lionbridge Capital I, and therefore has no voting rights or power to dispose of the shares held by Lionbridge Capital I, LP. Lionbridge Capital GP, LLC is the general partner of Lionbridge Capital I, LP and Lionbridge Capital Offshore Fund, LLC. Lionbridge GP, LLC is the general partner of Lionbridge Capital, LP. Lionbridge Asset Management, LLC is the investment manager of Lionbridge Capital I, LP, Lionbridge Capital, LP and Lionbridge Capital Offshore
Fund, LLC, and is responsible for the formulation and implementation of the Partnership's investment strategy, evaluating and monitoring investments by the Partnerships and makes all investment decisions for the Partnerships. Greg Morillo controls Lionbridge Capital GP, LLC, Lionbridge GP, LLC and Lionbridge Asset Management, LLC as the controlling managing member. Adam Feldman is also a director of Lionbridge Capital Offshore Funds Ltd. and thus may be considered a control person of that entity.
Ravenswood Management Company, LLC is the general partner of both The Ravenswood Investment Company L.P. & Ravenswood Investments III, L.P. (together, the "Ravenswood Partnerships").Robotti & Company Advisors, LLC, a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the investment adviser of each of the Ravenswood Partnerships. Robotti & Company, Incorporated is the parent company to Robotti & Company Advisors, LLC and Robotti Securities, LLC, a registered broker-dealer with the SEC & FINRA. Robert Robotti is the Managing Director of Ravenswood Management Company, LLC. Robert Robotti is the President of Robotti & Company Advisors, LLC and Robotti Securities, LLC. Robert Robotti is an individual person who controls Robotti & Company, Incorporated.
John S. Moran is an employee of Robotti Securities LLC and he has acquired Company securities in his own name as set forth above. Mark Charles Moore is a client of Robotti Securities LLC, and Robotti Securities LLC has discretionary control over Mark Charles Moore's account in which the Company securities identified above were purchased.
Appendix A lists certain information regarding ownership of the common stock by the Participants and transactions in the common stock made by the Participants during the past two years.
Except as disclosed herein, no Participant has any substantial interest, direct or indirect, by security holdings or otherwise, in the matters to be brought before the Annual Meeting, and no Participant and no associate of any Participant has any interest in the matters to be voted upon at the Annual Meeting, other than an interest, if any, as a stockholder of the Company.
No Participant has during the past ten years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). There are no events required to be disclosed under Item 401(f) of Regulation S‑K that have occurred during the past ten years.
Except as set forth herein, no Participant is now, or within the past year has been, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company (including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies).
There are no material proceedings to which any Participant or any associate of any Participant is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
No Participant knows of any arrangements, including any pledge by any person of securities of the Company or any of the Company's parents, the operation of which may at a subsequent date result in a change in control of the Company, and none of the Participants have pledged any shares as security.
None of the Participants has any family relationship with any director or officer of the Company.
Except as described herein or in Appendix A, neither any Participant nor any associate of any Participant (1) has engaged in or has a direct or indirect interest in any transaction or series of transactions since the beginning of the Company's last fiscal year, or in any currently proposed transaction, to which the Company or any of its subsidiaries is a party where the amount involved was in excess of \$120,000; (2) has been indebted to the Company or any of its subsidiaries; (3) has borrowed any funds for the purpose of acquiring or holding any securities of the Company, or is presently, or has been within the past year, a party to any contract, arrangement or understanding with any person with respect to either any securities of the Company, any future employment by the Company or its affiliates, or any future transaction to which the Company or any of its affiliates will or may be a party; or (4) is the beneficial or record owner of any securities of the Company or any parent or subsidiary thereof.
No hedging or other transaction or series of transactions has been entered into by or on behalf of any of the Participants, nor has any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, any Participant with respect to any securities of the Company.
OTHER MATTERS
Rule 14a-5(c) of the Exchange Act permits us to communicate certain information that we are required to provide in this Proxy Statement by referring to such information in the Company's proxy statement, eliminating the need for us to provide this information directly in this Proxy Statement. Specifically, we are relying on disclosure in the Company's proxy statement to communicate the following information related to CMCT and its affiliates, associates, executive officers, nominees and directors, as applicable and required by the proxy rules: (1) a brief description of any material legal proceedings in which a director or executive officer or any associate of these parties is adverse to the Company or its subsidiaries or has a material interest adverse to the Company or its subsidiaries, in accordance with Item 103 (Instruction 4) of Regulation S-K; (2) the information for all directors, director nominees and persons chosen to be directors required by Item 401(a) of Regulation S-K; (3) the information for all executive officers and persons chosen to be executive officers required by Item 401(b) of Regulation S-K; (4) the information for other significant employees required by Item 401(c) of Regulation S-K; (5) the information regarding family relationships required by Item 401(d) of Regulation S-K; (6) the business experience for the past five years of directors, executive officers and nominees, in accordance with Item 401(e)(1) of Regulation S-K; (7) the information regarding directorships with other reporting companies or registered investment companies required by Item 401(e)(2) of Regulation S-K; (8) a description of any of the legal events identified in Item 401(f) of Regulation S-K involving any of the Company's directors, executive officers and nominees during the last ten years that are material to the person's ability or integrity; (9) a description of any transaction that occurred since the beginning of the Company's last fiscal year, or is currently proposed, that the Company is party to which involves a related person and exceeds \$120,000, in accordance with Item 404(a) of Regulation S-K; (10) a description of the Company's policies and procedures for the review, approval or ratification of any transaction required to be reported under Item 404(a), in accordance with Item 404(b) of Regulation S-K; (11) the identification of any Section 16 insider who failed to file a timely report under Section 16 in the last fiscal year, along with any required information, in accordance with Item 405 of Regulation S-K; (12) the information regarding the audit committee and audit committee matters required by Item 407(d) of Regulation S-K, and Rule 10A-3(d) under the Exchange Act; (13) the
information regarding board leadership structure and role in risk oversight required by Item 407(h) of Regulation S-K; (14) the information regarding director independence required by Item 407(a) of Regulation S-K and the listing standards of the NASDAQ; (15) the information regarding board meetings, attendance and committees required by Item 407(b) of Regulation S-K; (16) the information regarding other corporate governance items required by the listing standards of the NASDAQ; (17) the information regarding the nominating committee and nominating committee matters required by Item 407(c) of Regulation S-K; (18) the information regarding the compensation committee and compensation committee matters required by Item 407(e) of Regulation S-K; (19) the information regarding stockholder communications required by Item 407(f) of Regulation S-K; (20) information regarding the compensation of directors and executive officers, in accordance with Item 402 of Regulation S-K; (21) information regarding the Company's independent registered public accounting firm; (22) information regarding the delivery of documents to stockholders sharing an address; (23) the security ownership of management and beneficial owners of more than 5% of the stock required by Item 403 of Regulation S-K, and the other information required by such Item; (24) the deadline for submitting stockholder proposals for inclusion in the Company's proxy statement and proxy for the 2019 annual meeting of stockholders under Rule 14a-8 of the Exchange Act, in accordance with Rule 14a-5(e) of the Exchange Act; (25) the number of outstanding shares; and (26) the date after which a notice of stockholder proposal submitted outside the process of Rule 14a-8 is considered untimely, in accordance with Rule 14a-5(e) of the Exchange Act. We have no knowledge of, or responsibility for, the accuracy of the Company's disclosures in its proxy materials.
ADDITIONAL INFORMATION
The information concerning CMCT contained in this Proxy Statement has been taken from, or is based upon, publicly available information. Although we do not have any information that would indicate that any information contained in this Proxy Statement concerning CMCT is inaccurate or incomplete, we do not take responsibility for the accuracy or completeness of the information prepared by CMCT.
CMCT files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information that the Company files with the SEC on the EDGAR Database on the SEC's Internet website at http://www.sec.gov. Copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following e‑mail address: [email protected].
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN WE ARE SEEKING YOUR SUPPORT. ONLY YOUR LATEST DATED PROXY COUNTS. EVEN IF YOU HAVE ALREADY RETURNED A PROXY TO THE COMPANY'S BOARD, YOU HAVE EVERY LEGAL RIGHT TO REVOKE IT BY RETURNING A GOLD PROXY TO US AS PROVIDED BELOW.
IF YOU ARE A RECORD HOLDER, PLEASE VOTE BY SIGNING, DATING, AND MAILING IN THE ENCLOSED POSTAGE-PAID ENVELOPE THE ENCLOSED GOLD PROXY CARD AS SOON AS POSSIBLE. IF YOUR SHARES ARE HELD IN "STREET NAME" BY A BROKER, NOMINEE, FIDUCIARY OR OTHER CUSTODIAN, FOLLOW THE DIRECTIONS GIVEN BY THE BROKER, NOMINEE, FIDUCIARY OR
OTHER CUSTODIAN REGARDING HOW TO INSTRUCT THEM TO VOTE YOUR SHARES. YOUR BROKER, NOMINEE, FIDUCIARY OR OTHER CUSTODIAN MAY PERMIT YOU TO VOTE BY THE INTERNET OR BY TELEPHONE.
Please contact MacKenzie Partners, Inc., our proxy solicitors, at the following address, telephone number or website, if you have any questions or require any assistance:

1407 Broadway, 27th Floor New York, New York 10018
Banks and Brokerage Firms, Please Call: (212) 929-5500 Stockholders and All Others Call Toll-Free: (800) 322-2885 Email: [email protected]
Sincerely,
Lionbridge Capital I, LP
By: Lionbridge Capital GP, LLC, its General Partner
By: _________________________
Greg Morillo Managing Member
The Ravenswood Investment Company L.P.
By: Ravenswood Management Company, LLC, its General Partner
By: _________________________
Robert Robotti Managing Director
[•], 2021
Appendix A
Ownership of Shares of Company
| Name and Address | Shares Held Beneficially |
Percent of Class Beneficially Owned |
Shares Held of Record | Shares Held By Non-Participant Associates |
|---|---|---|---|---|
| Lionbridge Capital I LP ("Lionbridge I") 600 Madison Avenue, 24th Floor New York, NY 10022 |
183,339(1) | 1.24% | 1,000 | 0 |
| Lionbridge Capital, LP ("Lionbridge:) 600 Madison Avenue, 24th Floor New York, NY 10022 |
60,761(2) | Less than 1% | 0 | 0 |
| The Ravenswood Investment Company L.P. ("Ravenswood I") One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, NY 10165-0057 |
293,415 (3) | 1.98% | 1,000 | 0 |
| Ravenswood Investments III LP ("Ravenswood III") One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, NY 10165-0057 |
174,135 (4) | 1.2% | 0 | 0 |
| John S. Moran c/o Robotti Securities LLC One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, NY 10165-0057 |
35,859 (5) | Less than 1% | 0 | 0 |
| Robotti Securities, LLC ("Robotti Securities) One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, NY 10165-0057 |
500 (5) | Less than 1% | 0 | 0 |
| Winthrop Realty Partners, L.P. Two Liberty Square 9th Floor Boston, MA 02109 |
148,976 (6) | 1.00% | 0 | 0 |
- (1) Lionbridge Capital GP, LLC ("Lionbridge I GP"), as the general partner of Lionbridge I, may be deemed the beneficial owner of the 183,339 shares of Common Stock owned directly by Lionbridge I. Lionbridge Asset Management, LLC ("Lionbridge AM"), as the asset manager of each of Lionbridge and Lionbridge I, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I. Gregory Morillo, as the managing member of each of Lionbridge GP, LLC ("Lionbridge GP"), Lionbridge I GP, LLC and Lionbridge AM, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I.
-
(2) Lionbridge GP, as the general partner of Lionbridge, may be deemed the beneficial owner of the 60,761 shares of Common Stock owned directly by Lionbridge. Lionbridge AM, as the asset manager of each of Lionbridge and Lionbridge I, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I. Gregory Morillo, as the managing member of each of Lionbridge GP, Lionbridge I GP, LLC and Lionbridge AM, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I.
-
(3) Ravenswood Management Company, LLC ("Ravenswood Management"), as the general partner of each of Ravenswood I and Ravenswood III, may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III. Robotti & Company Advisors, LLC ("Robotti Advisors"), as the investment adviser of each of Ravenswood I and Ravenswood III, may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III. Robotti & Company, Incorporated ("Robotti & Company"), (a) as the parent company of Robotti Advisors, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III, and (b) as the parent of Robotti Securities, may be deemed the beneficial owner of 500 shares of Common Stock owned in a discretionary account managed by Robotti Securities for a customer. Mr. Robotti, as the Managing Director of Ravenswood Management, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III. Mr. Robotti, as the President and controlling shareholder of Robotti & Company, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III, for which Robotti Advisors acts as investment adviser, and the 500 shares of Common Stock owned in a discretionary account managed by Robotti Securities for a customer.
- (4) Ravenswood Management, as the general partner of each of Ravenswood I and Ravenswood III, may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III. Robotti Advisors, as the investment adviser of each of Ravenswood I and Ravenswood III, may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III. Robotti & Company, (a) as the parent company of Robotti Advisors, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III, and (b) as the parent of Robotti Securities, may be deemed the beneficial owner of 500 shares of Common Stock owned in a discretionary account managed by Robotti Securities for a customer. Mr. Robotti, as the Managing Director of Ravenswood Management, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III. Mr. Robotti, as the President and controlling shareholder of Robotti & Company, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III, for which Robotti Advisors acts as investment adviser, and the 500 shares of Common Stock owned in a discretionary account managed by Robotti Securities for a customer.
- (5) Robotti Securities may be deemed to be the beneficial owner of 500 shares of Common Stock owned in a discretionary account managed for a customer by Robotti & Company. Mr. Robotti, as the President and controlling shareholder of Robotti & Company, may be deemed to be the beneficial owner of the 500 shares of Common Stock owned in a discretionary account managed by Robotti Securities for a customer.
- (6) Michael L. Ashner may be deemed to beneficially own the shares held by Winthrop Realty Partners, L.P.
None of Messrs. Ferguson, Gelnaw or Marino II beneficially own any shares of Common Stock.
The Participants hold in the aggregate 896,985 shares of common stock of the Company, which represents 6.0% of the outstanding common stock. Lionbridge Capital I LP, Lionbridge Capital, LP, The Ravenswood Investment Company L.P. and Ravenswood Investments III, L.P. do not have sole voting and dispositive power over any common stock of the Company.
From time to time, Lionbridge Capital, LP and Robotti & Company Advisors, LLC, on behalf of their clients, may purchase common stock on margin provided by banking institutions or brokerage firms on such firms' usual terms and conditions. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. So, all or part of the shares of common stock held may from time to time be pledged
with one or more banking institutions or brokerage firms as collateral for loans made by such entities. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the common stock reported herein. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. Other than with regard to the margin accounts, as of the date of this notice, the participants do not have any loans secured by shares of common stock.
No Participant is required to file reports under Section 16 of the Exchange Act, with respect to the common stock.
Transactions in Shares of the Company
With regard to all shares of common stock purchased or sold within the past two years by the Participants, set forth below are the dates on which they were purchased or sold and the amount purchased or sold on each such date. If a Participant is not identified below, then such Participant has not had any transactions in shares of common stock within the past two years. No "associates" (as defined in Rule 14a-1 of the Exchange Act) of the Participants have effected any transactions in shares of common stock, except as set forth herein.
Robotti Entities and Mr. Moran
| Number of Shares of the | |||
|---|---|---|---|
| Party | Date of Purchase/ Sale | Buy/ Sell | Common Stock |
| John Moran | 5/31/2019 | Sell | 604 |
| John Moran | 6/5/2019 | Sell | 2,031 |
| John Moran | 6/6/2019 | Sell | 600 |
| John Moran | 6/13/2019 | Sell | 4,386 |
| John Moran | 6/14/2019 | Sell | 5,303 |
| John Moran | 6/20/2019 | Sell | 400 |
| John Moran | 6/21/2019 | Sell | 100 |
| John Moran | 6/28/2019 | Sell | 606 |
| John Moran | 7/1/2019 | Sell | 506 |
| John Moran | 7/2/2019 | Sell | 1,742 |
| John Moran | 7/3/2019 | Sell | 100 |
| John Moran | 8/9/2019 | Sell | 14,581 |
| John Moran | 8/13/2019 | Sell | 13,622 |
| John Moran | 8/13/2019 | Sell | 2,490 |
| John Moran | 9/10/2019 | Buy | 10,000 |
| John Moran | 9/10/2019 | Buy | 10,000 |
| John Moran | 9/11/2019 | Buy | 2,000 |
| John Moran | 9/19/2019 | Buy | 5,051 |
| John Moran | 9/20/2019 | Buy | 4,874 |
| John Moran | 10/4/2019 | Buy | 5,000 |
| John Moran | 10/7/2019 | Buy | 5,099 |
| John Moran | 10/8/2019 | Buy | 5,000 |
| John Moran | 11/19/2019 | Buy | 5,000 |
| John Moran | 11/20/2019 | Buy | 5,000 |
| John Moran | 11/20/2019 | Buy | 5,000 |
| J o h n M o r a n |
1 2 / 2 0 / 2 0 1 9 |
B u y |
1 0 , 0 0 0 |
|---|---|---|---|
| R o b o t t i S e c u r i t i e s |
3 / 3 / 2 0 2 0 |
B u y |
5 0 0 |
| J o h n M o r a n |
3 / 2 0 / 2 0 2 0 |
S e l l |
1 2 , 9 4 9 |
| J o h n M o r a n |
3 / 2 0 / 2 0 2 0 |
S e l l |
2 7 , 0 5 1 |
| J o h n M o r a n |
3 / 2 4 / 2 0 2 0 |
S e l l |
1 8 , 1 1 5 |
| J o h n M o r a n |
1 0 / 1 6 / 2 0 2 0 |
B u y |
1 2 , 0 0 0 |
| T h e R a v e n s w o o d I n v e s t m e n t C o m p a n y L.P. |
|||
| ("Ravenswood I") | 1 0 / 2 1 / 2 0 2 0 |
B u y |
1 4 , 8 7 1 |
| R a v e n s w o o d I n v e s t m e n t s I I I , L.P. |
|||
| ("Ravenswood III") | 1 0 / 2 1 / 2 0 2 0 |
B u y |
9 , 1 1 5 |
| R a v e n s w o o d I |
1 0 / 2 2 / 2 0 2 0 |
B u y |
1 6 , 1 2 9 |
| R a v e n s w o o d I I I |
1 0 / 2 2 / 2 0 2 0 |
B u y |
9 , 8 8 5 |
| R a v e n s w o o d I |
1 0 / 2 3 / 2 0 2 0 |
B u y |
1 , 7 0 8 |
| R a v e n s w o o d I I I |
1 0 / 2 3 / 2 0 2 0 |
B u y |
1 , 0 9 2 |
| R a v e n s w o o d I |
1 0 / 2 6 / 2 0 2 0 |
B u y |
7 7 2 |
| R a v e n s w o o d I I I |
1 0 / 2 6 / 2 0 2 0 |
B u y |
4 9 4 |
| R a v e n s w o o d I |
1 0 / 2 8 / 2 0 2 0 |
B u y |
9 , 7 0 7 |
| R a v e n s w o o d I I I |
1 0 / 2 8 / 2 0 2 0 |
B u y |
6 , 2 0 6 |
| R a v e n s w o o d I |
1 0 / 2 9 / 2 0 2 0 |
B u y |
7 7 3 |
| R a v e n s w o o d I I I |
1 0 / 2 9 / 2 0 2 0 |
B u y |
4 9 4 |
| R a v e n s w o o d I |
1 0 / 3 0 / 2 0 2 0 |
B u y |
2 2 7 |
| R a v e n s w o o d I I I |
1 0 / 3 0 / 2 0 2 0 |
B u y |
1 4 5 |
| R a v e n s w o o d I |
1 1 / 2 / 2 0 2 0 |
B u y |
3 , 7 9 4 |
| R a v e n s w o o d I I I |
1 1 / 2 / 2 0 2 0 |
B u y |
2 , 4 2 6 |
| R a v e n s w o o d I |
1 1 / 3 / 2 0 2 0 |
B u y |
2 , 0 6 7 |
| R a v e n s w o o d I I I |
1 1 / 3 / 2 0 2 0 |
B u y |
1 , 3 2 2 |
| R a v e n s w o o d I |
1 1 / 4 / 2 0 2 0 |
B u y |
1 0 , 6 3 5 |
| R a v e n s w o o d I I I |
1 1 / 4 / 2 0 2 0 |
B u y |
6 , 7 9 9 |
| J o h n M o r a n |
1 1 / 1 0 / 2 0 2 0 |
B u y |
5 , 0 0 0 |
| R a v e n s w o o d I |
1 1 / 1 1 / 2 0 2 0 |
B u y |
3 9 2 |
| R a v e n s w o o d I I I |
1 1 / 1 1 / 2 0 2 0 |
B u y |
2 5 0 |
| R a v e n s w o o d I |
1 1 / 1 2 / 2 0 2 0 |
B u y |
3 , 9 6 6 |
| R a v e n s w o o d I I I |
1 1 / 1 2 / 2 0 2 0 |
B u y |
2 , 5 3 6 |
| R a v e n s w o o d I |
1 1 / 1 3 / 2 0 2 0 |
B u y |
3 0 , 5 0 0 |
| R a v e n s w o o d I I I |
1 1 / 1 3 / 2 0 2 0 |
B u y |
1 9 , 5 0 0 |
| R a v e n s w o o d I |
1 1 / 1 7 / 2 0 2 0 |
B u y |
1 5 , 2 5 0 |
| R a v e n s w o o d I I I |
1 1 / 1 7 / 2 0 2 0 |
B u y |
9 , 7 5 0 |
| R a v e n s w o o d I |
1 1 / 1 9 / 2 0 2 0 |
B u y |
4 , 8 8 1 |
| R a v e n s w o o d I I I |
1 1 / 1 9 / 2 0 2 0 |
B u y |
3 , 1 2 0 |
| R a v e n s w o o d I |
1 1 / 2 3 / 2 0 2 0 |
B u y |
2 1 , 3 5 0 |
| R a v e n s w o o d I I I |
1 1 / 2 3 / 2 0 2 0 |
B u y |
1 3 , 6 5 0 |
| R a v e n s w o o d I |
1 1 / 2 5 / 2 0 2 0 |
B u y |
2 1 , 5 3 3 |
| R a v e n s w o o d I I I |
1 1 / 2 5 / 2 0 2 0 |
B u y |
1 3 , 7 6 7 |
| R a v e n s w o o d I |
1 1 / 3 0 / 2 0 2 0 |
B u y |
2 1 , 1 1 8 |
| R a v e n s w o o d I I I |
1 1 / 3 0 / 2 0 2 0 |
B u y |
1 3 , 5 0 1 |
| R a v e n s w o o d I |
1 2 / 2 / 2 0 2 0 |
B u y |
2 , 3 7 1 |
|---|---|---|---|
| R a v e n s w o o d I I I |
1 2 / 2 / 2 0 2 0 |
B u y |
1 , 5 1 6 |
| R a v e n s w o o d I |
1 2 / 3 / 2 0 2 0 |
B u y |
9 , 9 3 4 |
| R a v e n s w o o d I I I |
1 2 / 3 / 2 0 2 0 |
B u y |
6 , 3 5 1 |
| R a v e n s w o o d I |
1 2 / 4 / 2 0 2 0 |
B u y |
5 , 2 8 7 |
| R a v e n s w o o d I I I |
1 2 / 4 / 2 0 2 0 |
B u y |
3 , 3 8 0 |
| R a v e n s w o o d I |
1 2 / 8 / 2 0 2 0 |
B u y |
1 1 , 0 5 1 |
| R a v e n s w o o d I I I |
1 2 / 8 / 2 0 2 0 |
B u y |
7 , 0 6 5 |
| R a v e n s w o o d I |
1 2 / 1 0 / 2 0 2 0 |
B u y |
2 4 , 5 9 0 |
| R a v e n s w o o d I I I |
1 2 / 1 0 / 2 0 2 0 |
B u y |
1 5 , 7 2 2 |
| R a v e n s w o o d I |
1 2 / 1 1 / 2 0 2 0 |
B u y |
6 , 4 0 5 |
| R a v e n s w o o d I I I |
1 2 / 1 1 / 2 0 2 0 |
B u y |
4 , 0 9 5 |
| R a v e n s w o o d I |
1 2 / 1 4 / 2 0 2 0 |
B u y |
4 , 9 3 8 |
| R a v e n s w o o d I I I |
1 2 / 1 4 / 2 0 2 0 |
B u y |
3 , 1 5 7 |
| R a v e n s w o o d I |
1 2 / 1 5 / 2 0 2 0 |
B u y |
1 , 5 8 7 |
| R a v e n s w o o d I I I |
1 2 / 1 5 / 2 0 2 0 |
B u y |
1 , 0 1 4 |
| R a v e n s w o o d I |
1 2 / 1 7 / 2 0 2 0 |
B u y |
6 , 0 4 5 |
| R a v e n s w o o d I I I |
1 2 / 1 7 / 2 0 2 0 |
B u y |
3 , 8 6 5 |
| R a v e n s w o o d I |
1 2 / 1 8 / 2 0 2 0 |
B u y |
1 9 0 |
| R a v e n s w o o d I I I |
1 2 / 1 8 / 2 0 2 0 |
B u y |
1 2 1 |
| R a v e n s w o o d I |
1 2 / 2 1 / 2 0 2 0 |
B u y |
6 , 4 2 5 |
| R a v e n s w o o d I |
1 2 / 2 9 / 2 0 2 0 |
B u y |
2 , 9 9 1 |
| R a v e n s w o o d I I I |
1 2 / 2 9 / 2 0 2 0 |
B u y |
1 , 9 1 2 |
| R a v e n s w o o d I |
1 2 / 3 0 / 2 0 2 0 |
B u y |
1 , 9 5 2 |
| R a v e n s w o o d I I I |
1 2 / 3 0 / 2 0 2 0 |
B u y |
1 , 2 4 8 |
| R a v e n s w o o d I |
1 2 / 3 1 / 2 0 2 0 |
B u y |
3 , 3 3 0 |
| R a v e n s w o o d I I I |
1 2 / 3 1 / 2 0 2 0 |
B u y |
2 , 1 2 9 |
| R a v e n s w o o d I |
1 / 4 / 2 0 2 1 |
B u y |
6 , 2 3 8 |
| R a v e n s w o o d I |
1 / 5 / 2 0 2 1 |
B u y |
1 0 , 6 0 7 |
| R a v e n s w o o d I I I |
1 / 5 / 2 0 2 1 |
B u y |
9 1 1 |
| R a v e n s w o o d I |
1 / 6 / 2 0 2 1 |
B u y |
8 , 6 2 0 |
| R a v e n s w o o d I I I |
1 / 6 / 2 0 2 1 |
B u y |
5 , 0 6 2 |
| R a v e n s w o o d I |
1 / 8 / 2 0 2 1 |
B u y |
1 0 0 |
| R a v e n s w o o d I I I |
1 / 8 / 2 0 2 1 |
B u y |
1 , 9 0 0 |
| J o h n M o r a n |
2 / 2 3 / 2 0 2 1 |
B u y |
2 , 0 0 0 |
| J o h n M o r a n |
2 / 2 3 / 2 0 2 1 |
B u y |
2 , 9 5 0 |
Lionbridge Capital I, LP
| A m o u n t o f S e c u r i t i e s |
D a t e o f |
|
|---|---|---|
| Nature of the Transac t i o n |
P u r c h a s e d / ( S o l d ) |
P u r c h a s e / S a l e |
| P u r c h a s e |
4 , 6 8 8 |
1 1 / 1 6 / 2 0 2 0 |
| P u r c h a s e |
1 , 0 0 0 |
1 1 / 1 7 / 2 0 2 0 |
| P u r c h a s e |
9 , 0 0 0 |
1 1 / 1 8 / 2 0 2 0 |
| P u r c h a s e |
3 , 0 1 5 |
1 1 / 2 0 / 2 0 2 0 |
| P u r c h a s e |
2 , 0 0 6 |
1 1 / 2 4 / 2 0 2 0 |
| P u r c h a s e |
1 2 , 0 6 5 |
1 1 / 2 7 / 2 0 2 0 |
| P u r c h a s e |
3 , 0 0 0 |
1 2 / 4 / 2 0 2 0 |
| P u r c h a s e |
3 , 3 8 3 |
1 2 / 7 / 2 0 2 0 |
| P u r c h a s e |
8 , 4 5 4 |
1 2 / 9 / 2 0 2 0 |
| P u r c h a s e |
2 0 , 0 0 0 |
1 2 / 1 5 / 2 0 2 0 |
Lionbridge Capital, LP
| A m o u n t o f S e c u r i t i e s |
D a t e o f |
|
|---|---|---|
| Nature of the Trans a c t i o n |
P u r c h a s e d / ( S o l d ) |
P u r c h a s e / S a l e |
| P u r c h a s e |
2 0 0 0 |
1 1 / 1 8 / 2 0 2 0 |
| P u r c h a s e |
6 0 0 0 |
1 1 / 2 4 / 2 0 2 0 |
| P u r c h a s e |
4 0 0 0 |
1 1 / 2 7 / 2 0 2 0 |
| P u r c h a s e |
1 0 0 0 |
1 2 / 2 / 2 0 2 0 |
| P u r c h a s e |
2 3 6 |
1 2 / 7 / 2 0 2 0 |
| P u r c h a s e |
4 0 0 0 |
1 2 / 9 / 2 0 2 0 |
Winthrop Realty Partners, L.P.
| A m o u n t o f S e c u r i t i e s |
D a t e o f |
|
|---|---|---|
| Nature of the Transaction | P u r c h a s e d / ( S o l d ) |
P u r c h a s e / S a l e |
| P u r c h a s e |
5 , 5 6 5 |
4 / 2 3 / 2 0 2 1 |
| P u r c h a s e |
1 4 , 0 5 2 |
4 / 2 6 / 2 0 2 1 |
| P u r c h a s e |
1 0 , 0 0 0 |
4 / 2 7 / 2 0 2 1 |
| P u r c h a s e |
1 0 , 0 0 0 |
4 / 2 8 / 2 0 2 1 |
| P u r c h a s e |
9 , 6 8 9 |
4 / 2 9 / 2 0 2 1 |
| P u r c h a s e |
2 0 , 0 0 0 |
4 / 3 0 / 2 0 2 1 |
| P u r c h a s e |
1 4 , 9 0 0 |
5 / 3 / 2 0 2 1 |
| P u r c h a s e |
6 , 1 3 0 |
5 / 4 / 2 0 2 1 |
| P u r c h a s e |
4 , 0 0 0 |
5 / 5 / 2 0 2 1 |
| P u r c h a s e |
5 , 0 0 0 |
5 / 6 / 2 0 2 1 |
| P u r c h a s e |
4 , 0 0 0 |
5 / 7 / 2 0 2 1 |
| P u r c h a s e |
6 , 0 0 0 |
5 / 1 0 / 2 0 2 1 |
| P u r c h a s e |
7 , 5 0 0 |
5 / 1 1 / 2 0 2 1 |
| P u r c h a s e |
7 , 5 0 0 |
5 / 1 3 / 2 0 2 1 |
| P u r c h a s e |
7 , 5 0 0 |
5 / 1 4 / 2 0 2 1 |
| P u r c h a s e |
5 , 5 0 0 |
5 / 1 7 / 2 0 2 1 |
| P u r c h a s e |
4 , 1 4 0 |
5 / 1 8 / 2 0 2 1 |
| P u r c h a s e |
7 , 5 0 0 |
5 / 1 9 / 2 0 2 1 |
PRELIMINARY PROXY CARD—SUBJECT TO COMPLETION DATED MAY 25, 2021
PROXY
THIS PROXY IS SOLICITED BY LIONBRIDGE CAPITAL I, LP AND THE RAVENSWOOD INVESTMENT COMPANY L.P.
THIS SOLICITATION IS NOT BEING MADE BY THE BOARD OF DIRECTORS OF CIM COMMERCIAL TRUST CORPORATION.
2021 ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints [•], [•] and [•]. and each of them, attorneys and agents with full power of substitution, as Proxy for the undersigned, to vote all shares of stock of CIM Commercial Trust Corporation ("CMCT" or the "Company") which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at [•] Time, on [•], 2021, at [•], located at [•], and any adjournments, postponements, reschedulings or continuations thereof and any other meeting of stockholders which may be called or held in lieu thereof (the "Annual Meeting").
This proxy, when properly executed will be voted in the manner directed herein by the undersigned stockholder. Unless otherwise specified, this proxy will be voted "FOR" the election of Lionbridge Capital, LP and Robotti & Company Advisors LLC's nominees as Director; "AGAINST" the approval on an advisory (non-binding) basis the compensation of the Company's named executive officers; "FOR" the ratification of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm; and "AGAINST" any proposal by the Company to adjourn the Annual Meeting to allow the Company to solicit additional votes. This proxy revokes all prior proxies given by the undersigned
Lionbridge Capital, LP and the Robotti & Company Advisors LLC recommends that you vote "FOR" the election of Lionbridge Capital, LP and Robotti & Company Advisors LLC's nominees as Director; "AGAINST" the approval on an advisory (non-binding) basis the compensation of the Company's named executive officers; "FOR" the ratification of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm; and "AGAINST" any proposal by the Company to adjourn the Annual Meeting to allow the Company to solicit additional votes.
- ELECTION OF DIRECTORS- To elect Thomas D. Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran and Gregory Morillo:
☐ FOR (except as marked) ☐ WITHHOLD (except as marked)
Instruction: To withhold authority to vote for the election of any nominee(s), write the name(s) of such nominee(s) in the following space:
| 2. | APPROVAL OF A NON-BINDING ADVISORY RESOLUTION APPROVING THE COMPENSATION PAID TO CMCT'S NAMED EXECUTIVE OFFICERS |
|||
|---|---|---|---|---|
| ☐ FOR | ☐ AGAINST | ☐ ABSTAIN | ||
| 3. | FOR THE YEAR ENDING DECEMBER 31, 2021. | RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | ||
| ☐ FOR | ☐ AGAINST | ☐ ABSTAIN | ||
| 4. | SOLICIT ADDITIONAL VOTES. | APPROVAL OF ANY PROPOSAL BY THE COMPANY TO ADJOURN THE ANNUAL MEETING TO ALLOW THE COMPANY TO | ||
| ☐ FOR | ☐ AGAINST | ☐ ABSTAIN | ||
| IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE. | ||||
| In his discretion, each Proxy is authorized to vote upon such other business that may properly come before the Annual Meeting and any and all adjournments or postponements thereof, as provided in the proxy statement provided herewith. |
||||
| Dated: ______ | ||||
| Signature: __________ | ||||
| Signature (if held jointly): ____ | ||||
| Title: ________ | ||||
Please sign exactly as your name(s) appear on the proxy card(s) previously sent to you. When shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporation name by the President or other duly authorized officer. If a partnership, please sign in partnership name by authorized person. This proxy card votes all shares held in all capacities.
PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on [•], 2021. This proxy statement and the accompanying form of GOLD Proxy card are available at [•].
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
- ☐ Preliminary Proxy Statement
- ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
- ☐ Definitive Proxy Statement
- ☐ Definitive Additional Materials
- ☒ Soliciting Material under Rule 14a-12
CIM COMMERCIAL TRUST CORPORATION (Name of Registrant as Specified in its Charter)
LIONBRIDGE CAPITAL I, LP LIONBRIDGE CAPITAL, LP LIONBRIDGE CAPITAL GP, LLC LIONBRIDGE GP, LLC LIONBRIDGE ASSET MANAGEMENT, LLC GREGORY MORILLO THE RAVENSWOOD INVESTMENT COMPANY L.P. RAVENSWOOD INVESTMENTS III, L.P. RAVENSWOOD MANAGEMENT COMPANY, LLC ROBOTTI & COMPANY ADVISORS, LLC ROBOTTI SECURITIES, LLC ROBOTTI & COMPANY, INCORPORATED ROBERT E. ROBOTTI THOMAS D. FERGUSON MARK C. GELNAW RAYMOND V. MARINO II JOHN S. MORAN WINTHROP REALTY PARTNERS, L.P. MICHAEL L. ASHNER
Name of Person(s) Filing Proxy Statement if other than the Registrant)
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☒ No fee required.
☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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- ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Lionbridge Capital I, LP and The Ravenswood Investment Company L.P.
Press Release Regarding CIM Commercial Trust Corporation
Lionbridge Capital I, LP and The Ravenswood Investment Company L.P. intend to file a definitive proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its slate of qualified director nominees at the 2021 annual meeting of stockholders of CIM Commercial Trust Corporation, a Maryland corporation. On May 25, 2021, Lionbridge Capital I, LP and The Ravenswood Investment Company L.P. issued a press release, a copy of which is attached hereto. The press release has attached to it a letter to stockholders, which is also attached hereto.
Important Information
This filing is not a solicitation of a proxy from any security holder of CIM Commercial Trust Corporation, a Maryland corporation (the "Company"). Lionbridge Capital I, LP and The Ravenswood Investment Company L.P., together with the other participants named herein (collectively, the "Participants"), intend to file a definitive proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2021 Annual Meeting of Stockholders of CIM Commercial Trust Corporation.
Stockholders are urged to read the definitive proxy statement and GOLD proxy card when they become available, because they will contain important information about the Participants, the nominees, the Company and related matters. Stockholders may obtain a free copy of the definitive proxy statement and GOLD proxy card (when available) and other documents filed by the Participants with the SEC at the SEC's web site at www.sec.gov. The definitive proxy statement (when available) and other related SEC documents filed by the Participants with the SEC may also be obtained free of charge from the Participants.
Participants in Solicitation
The participants in the proxy solicitation are Lionbridge Capital, LP ("Lionbridge"), Lionbridge Capital I, LP ("Lionbridge I"), Lionbridge GP, LLC ("Lionbridge GP") Lionbridge Capital GP, LLC ("Lionbridge I GP"), Lionbridge Asset Management, LLC ("Lionbridge AM"), The Ravenswood Investment Company L.P. ("Ravenswood I"), Ravenswood Investments III, L.P. ("Ravenswood III"), Ravenswood Management Company, LLC ("RMC"), Robotti & Company, Incorporated ("RCI"), Robotti & Company Advisors, LLC ("RCA"), Robotti Securities, LLC ("RS"), Robert E. Robotti, Gregory Morillo, Thomas Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran, Winthrop Realty Partners, L.P. ("Winthrop") and Michael L. Ashner.
As of the date hereof, (i) Lionbridge directly owned 60,761 shares of the Company's Common Stock, \$0.001 par value per share (the "Common Stock"), (ii) Lionbridge I directly owned 183,339 shares of Common Stock; (iii) Ravenswood I directly owned 293,415 shares of Common Stock; (iv) Ravenswood III directly owned 174,135 shares of Common Stock; (v) Lionbridge GP, as the general partner of Lionbridge, may be deemed the beneficial owner of the 60,761 shares of Common Stock owned directly by Lionbridge; (vi) Lionbridge I GP as the general partner of Lionbridge I, may be deemed the beneficial owner of the 183,339 shares of Common Stock owned directly by Lionbridge I; (vii) Lionbridge AM, as the asset manager of each of Lionbridge and Lionbridge I, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (viii) Gregory Morillo, as the managing member of each of Lionbridge GP, Lionbridge I GP, LLC and Lionbridge AM, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (ix) RMC, as the general partner of each of Ravenswood I and Ravenswood III, may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (x) RCA, as the investment advisor of each of Ravenswood I and Ravenswood III may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (xi) RS may be deemed to be the beneficial owner of 500 shares of Common Stock owned in a discretionary account managed for a customer by RS; (xii) RCI, (a) as the parent of RCA, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned by RCA, and (b) as the parent of RS, may be deemed the beneficial owner of 500 shares of Common Stock owned in a discretionary accounts managed by RS for a customer; (xiii) Mr. Robotti, as the Managing Director of RMC, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned directly by Ravenswood I and Ravenswood III; (xiv) Mr. Robotti, as the President of RCI, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III, for which RCA acts as investment adviser, and the 500 shares of Common Stock owned in a discretionary account managed by RS for a customer; (xv) Winthrop directly owned 148,978 shares of Common Stock; and (xvi) Michael L. Ashner may be deemed to beneficially own the shares held by Winthrop. As of the date of hereof, Mr. John Moran was the direct beneficial owner of 35,859 shares of Common Stock and none of Messrs. Ferguson, Gelnaw or Marino II beneficially owned any shares of Common Stock.
Michael Ashner led Winthrop Realty Partners Joins Lionbridge / Robotti 13D Group
Files Preliminary Proxy Statement and Issues Letter to Stockholders
Highlights Plan to Transition Operations of CMCT to Winthrop at Over 60% Cost Savings as Newly Elected Board Studies Best Path Forward for Stockholders
Concerned CMCT's Decision to Delay Annual Meeting is an Attempt to Frustrate Stockholder Vote
Urges Stockholders to Support Highly Qualified Slate of Independent Director Nominees
NEW YORK, May 25, 2021 – Lionbridge Capital I, LP and its affiliates (collectively, "Lionbridge") and The Ravenswood Investment Company L.P. and its affiliates (collectively, Robotti") (Lionbridge and Robotti referred to herein collectively, as the "Nominating Stockholders," "we," or the "group") are pleased to announce that Winthrop Realty Partners, L.P. (together with its affiliates, including Winthrop Capital Advisors LLC and First Winthrop Corp., collectively "Winthrop"), a vertically integrated real estate company led by Michael L. Ashner, has joined them in their effort to elect five highly-qualified independent directors to the board of CIM Commercial Trust Corporation ("CMCT" or the "Company"). Winthrop also disclosed that it has purchased 148,976 shares of CMCT in the open market. Lionbridge, Robotti and Winthrop together own 6% of the outstanding shares of CMCT and today the Nominating Stockholders filed preliminary proxy materials with the Securities and Exchange Commission (the "SEC") in connection with the 2021 Annual Meeting of Stockholders (the "Annual Meeting").
The Nominating Stockholders are also pleased to announce that they have received an initial proposal from Winthrop to replace CIM Group as CMCT's external manager and administrative services provider. Winthrop's proposal, if implemented, could reduce CMCT's corporate overhead by more than 60%, or \$0.76 per share annually. 1 The terms of Winthrop's proposal are set forth in the Appendix to our letter to stockholders below.
Winthrop is a vertically integrated real estate owner, operator, and asset and property management firm. The firm has overseen as external advisor and manager, six publicly traded real estate investment trusts, more than 45 publicly registered syndicated limited partnerships, and in excess of 150 privately syndicated limited partnerships. Winthrop was responsible for the ongoing management and the subsequent full liquidation, partial liquidation, and/or sale of most of these companies or their respective assets. These companies represented the interests of more than 250,000 stockholders and limited partners. Winthrop currently supervises the plan of liquidation for New York REIT, Inc. and Luby's Inc., both public reporting companies.
Greg Morillo, Chief Investment Officer of Lionbridge, provided the following comments on behalf of the Nominating Stockholders: "We are exceptionally pleased to be partnering with Michael Ashner and Winthrop. In addition to highlighting the many deficiencies of the current board, we can now present stockholders a detailed, transparent, and compelling alternative to the status quo. In Winthrop we have secured a partner with directly relevant experience in managing and operating public REITs. Furthermore, in contrast to the current governance structure,
1 Estimated annual asset management and other corporate overhead savings under Winthrop's potential administration are set forth in an Appendix to the letter to stockholders. Winthrop's proposal to manage CIM Commercial Trust Corporation was also filed as pre-solicitation material under cover of Schedule 14A on May 25, 2021.
Winthrop would be reporting to a truly independent board of directors, none of whom would be an employee or principal of Winthrop. As important, Winthrop's proposal is terminable without penalty by independent directors on 30 days' notice, providing the reconfigured board with maximum flexibility as it studies the best path forward for the company and its stockholders."
Mr. Morillo added: "After years of value destruction and blatant disregard for good corporate governance and the best interests of the Company's stockholders, including the current Board's self-serving decision to delay the Annual Meeting without explanation when a credible slate of alternative directors has been proposed, we have methodically worked toward creating a plan to align interests and unlock maximum value for CMCT stockholders. Our slate of highly qualified nominees offers stockholders a way to clearly express their support for an appropriately sized cost structure and a fully independent and robust strategic review process. We intend to take the steps necessary to ensure the effective nomination of our nominees, in light of the delay in holding the Annual Meeting, while reserving the right to further assess our nominations and potential stockholder proposals."
Michael Ashner, Chairman and Chief Executive Officer of Winthrop, provided the following comments: "Winthrop has been an active real estate investor and operator for over 30 years. Having overseen and invested in a number of listed REITs and other public companies over the years, I have rarely seen a cost structure or pattern of governance more injurious to stockholders than the present situation at CMCT. The overhead consumed is grossly out of line for a portfolio of this size and concentration. Fortunately, Winthrop is fully qualified to provide the services and attention required at less than half of what is being charged presently. We look forward to working with a newly constituted board to maximize value and deliver those savings to stockholders. I would like to assure CMCT stockholders that other than this shared goal and our ownership of CMCT shares, we have no business relationship with any of the proposed directors. Further, Winthrop and its affiliates would be barred from acquiring any interest in any CMCT asset other than through our ownership of shares. We hope and expect this represents a refreshing change from the CIM fee structure, which so obviously encumbers the company's share price."
The full text of the letter follows:
May 25, 2021
Dear Fellow Stockholders,
Lionbridge, Robotti, and Winthrop together hold 896,985 shares or 6.0% of the Company's outstanding shares. We invested in CMCT because we believe that the Company's assets have considerable value due to their location in desirable markets with high barriers to entry. Despite attractive assets, however, CMCT has consistently traded at a large discount to its net asset value (NAV) throughout its history as a public company. CMCT shares currently trade at a 50% discount to its recently published NAV compared to the average 14% discount at which its Class A West Coast Office REIT peers currently trade.2
2 Based on closing prices as of May 24, 2021. References to Class A West Coast office REIT peers is the peer group defined by the Nominating Stockholders as Douglas Emmett (NYSE: DEI), Kilroy Realty Corporation (NYSE: KRC), Hudson Pacific Properties, Inc. (NSYE: HPP), and American Assets Trust, Inc. (NYSE: AAT). NAV estimates according to Green Street Advisors Weekly REIT Pricing Review, May 21, 2021.
3
As detailed in public filings to date, we believe the Company's persistent low market valuation can be explained by numerous structural factors, including a lack of scale, the stock's lack of liquidity, a bloated cost structure, and excessively generous service agreements that benefit the Company's external operator and administrative services provider, CIM Group, which is owned and controlled by CMCT's chairman and two additional directors. Ultimately, we attribute these failings to the board's lack of independence and poor corporate governance practices, which, in our view, have insulated CIM management from accountability and have resulted in the significant destruction of stockholder value.
We do not believe CMCT can grow or lease its way out of its structural defects and is therefore unlikely to meaningfully close its NAV discount in its current structure. Without question, a comprehensive and fully independent review of strategic alternatives is required. Despite repeated calls for such action by ourselves and other stockholders, the Company has yet to issue a public response since our nominations and has refused to engage with us despite our numerous good faith efforts over the past several months to work constructively with the Board to address the structural issues we have identified and to help unlock value. Furthermore, we are deeply concerned by the Board's decision to indefensibly delay the Annual Meeting without explanation when a credible slate of alternative directors has been proposed. We believe this reflects the clear failure by CIM and the Board to act as responsible stewards of a publicly traded company with a broad set of unaffiliated stockholders.
In our view, the Company's current directors, who bear responsibility for overseeing CMCT's persistent underperformance and long history of weak governance, have repeatedly demonstrated that they are not capable and/ or willing to conduct a credible and fully independent strategic review process, especially when the outcome involves serious conflicts of interest for CIM management and many of its Board members. We believe most Board members lack independence due to longstanding relationships with CIM, CIM-affiliated entities, or other entities controlled by its chairman.
The 79% majority of independent stockholders deserve to be represented by a board that is responsive to their concerns and whose interests are fully aligned with theirs. For that reason, we have nominated a slate of five highly qualified nominees who possess significant industry expertise and public company executive and board experience to do what the current board apparently will not: vigorously and impartially explore all alternatives for value creation with a primary focus on what is best for all its stockholders.
Our Nominees Have the Right Skills and Industry Expertise and They Plan to Unlock Maximum Value for Stockholders
Our proposed nominees have a track record of success. This group of individuals collectively possesses an impressive and comprehensive set of skills spanning finance, operations, mergers and acquisitions expertise; public company board governance and oversight; as well as decades of senior-level investment and management experience in both public and private real estate markets.
Of equal importance, these professionals would have no relationship with CIM Group other than in their capacity as directors of the Company. Our nominees' independence and industry expertise will enable the reconfigured board to run a fair and unfettered process to explore alternatives to unlock value for the benefit of all CMCT stockholders.
If elected, our slate will initiate the workstreams noted below. The Company may not terminate CIM's service agreements without CIM's consent. Accordingly, if it is in the best interests of stockholders for the Company to terminate these agreements and if CIM is uncooperative, the board would evaluate all legal rights and remedies to terminate the relationship.
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- Review and address all third-party contracts and other agreements
- Confirm the portfolio is being properly managed by qualified real estate professionals with an appropriate fee structure.
- Address "change of control" considerations. Given the over-secured nature of the Company's existing credit facilities, we believe CIM, in accordance with its fiduciary duties, can secure appropriate waivers. In the unlikely event such waivers are not obtained, Walker and Dunlop has provided us with a "highly confident" letter indicating that it can arrange necessary financing to repay, in full, amounts due and payable under CMCT's current financing agreements.
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- Address excessive overhead by negotiating the termination of existing service agreements and transitioning management of CMCT to effect significant cost savings
- Winthrop has provided us an initial term sheet (see Appendix hereto) to manage CMCT's existing assets and operations, including public company accounting and reporting functions, at over 60% savings, which provides the board with maximum flexibility, as the proposal is terminable by independent directors on 30 days' notice. This allows an immediate benefit to stockholders, while also allowing the board to continue to study the best path forward for the Company and its stockholders.
- Fee is strictly based on a percentage of the fair value of the assets managed plus reimbursement of third party overhead (i.e., accounting, D&O insurance, legal, annual audit etc.).
- Winthrop receives no commissions or incentive fees on the sale of any assets, termination penalty or any other transaction fees.
- In the event of a sale of one or more assets, neither Winthrop nor its affiliates will seek to acquire any interest in the assets to be sold.
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- Form a strategic review committee comprised of independent directors to evaluate all strategic alternatives available to the Company, including but not limited to a substantial sale of assets, merger, sale of the Company or liquidation
- Conduct a comprehensive portfolio review of all assets and implications (e.g., tax, etc.) of selling each property.
- If determined to be in the best interests of stockholders, engage qualified real estate brokers to initiate a robust, independent, and competitive sales process, enabling the Board to ascertain fair market value for each asset and/or the Company as a whole.
- In the event a plan of liquidation is proposed, strategic review committee shall determine an appropriate sales timeline for each asset and range of acceptable values as well as an appropriate transition and disposition plan for the lending business.
- Advise stockholders of the results of the review in a timely manner and rationale for action taken.
Importantly, even if all five of our nominees are elected, we fully expect and will encourage two CIM insiders to remain on the seven-member board, providing boardroom continuity. To ensure a smooth transition and minimal disruption, our slate is committed to working with CIM where it is in the best interests of stockholders, including the termination of existing service agreements on reasonable terms. At present, CMCT's contractual relationships with CIM Group are a burden and major impediment to the execution of a full and unfettered strategic review process.
In accordance with its fiduciary duties, we are hopeful that CIM would work in good faith with the newly reconfigured board. If it is uncooperative, however, the board will evaluate all legal rights and remedies to terminate the relationship with CIM. At the same time, it may elect to proceed with a disposition program to sell assets at appropriate values and return capital to stockholders. In doing so, the Board will act with the proper sense of urgency considering the excessively high costs of operating the Company as a going concern while existing service agreements remain in place.
Our Commitment to Forthright and Transparent Communications with Fellow Stockholders
A reconstituted board will also commit to clear, direct, and honest communications with fellow stockholders, a fundamental duty of public-company stewardship and one in which CIM Group is also failing its stockholders. We would like to highlight a few recent examples of what we believe are inaccurate, misleading, or incomplete disclosures in Company correspondence with stockholders:
• Most recently, the disclosure that the Company would be delaying its Annual Meeting appeared in a single line item on page 45 of its first quarter 10-Q filed on May 10, 2021 with no explanation provided. A simultaneous earnings press release containing management commentary on the quarter's highlights makes no reference to this development. Instead, the messaging focused on acquisition efforts and even represented that "our flexible capital allows us to minimize risk for our stockholders," a comment which we believe misrepresents the Company's true financial flexibility.
One of the many shortcomings of CMCT is its capital-constrained balance sheet. All of its handful of assets are encumbered by debt, and its credit facilities have remaining availability of less than \$35 million3—an amount, in our view, wholly insufficient to fund the significant capital expenditures required to harvest full value from its portfolio and to fund development projects, let alone meaningful acquisitions. CMCT is reporting negative FFO and is essentially borrowing money through the preferred stock issuance program to fund fees due to CIM Group. It is inexplicable to us that the CEO would tout the Company's financial strength given its cash flow constraints and the fact that total leverage exceeds 65% of gross assets, at fair value, well in excess of its own targets4 and double the leverage levels of its peer group.5 We believe there is virtually no flexibility in the Company's capital structure to grow other than by transactions that will be dilutive to current stockholders given the Company's persistent share discount.
3 As disclosed in the Quarterly Report on Form 10-Q filed on May 10, 2021, page 42.
5 Average leverage including preferred stock for West Coast Office REIT peer group is 33%. (i.e., 36% for Douglas Emmett Inc., 28% for Kilroy Realty Corp., 37% for Hudson Pacific Properties Inc., and 31% for American Assets Trust Inc.). Source: Green Street Advisors, Office REITs Company Snapshots, May 15, 2021.
4 Based on Debt, Preferred Stock, and fair value of "Investments in real estate" and "Loans receivable" as disclosed in March 2021 Investor Presentation, slide 28. CMCT's target capital structure consists of Debt and Preferred Equity equal to 55% of fair value, slide 24.
- On February 11, 2021, CMCT filed a Form 8-K for the principal purpose of disclosing the appointment of a director, but also for three "Other Events," the last of which referred to an "announcement" of a new preliminary estimate of NAV. The range of the new estimate reflected a decline of 21–23% from previous estimates. It is highly concerning that a decline of this magnitude in estimated NAV would be buried in an 8-K filing highlighting unrelated business and not the subject of a dedicated press release or even special conference call along with a detailed explanation.
- In its first quarter earnings release, CMCT noted, "In 2019, we sold nearly \$1 billion of largely stabilized assets and paid a \$42 per share special dividend in order to realize the value that we created in the portfolio [emphasis added]." In doing so, it continues to portray this asset-sale program and special dividend as discretionary capital allocation moves made in response to strong markets and emblematic of CIM's willingness to return capital to stockholders. As discussed in our January 13th letter, based on firsthand accounts from CIM's partners in CIM Urban REIT, CMCT's predecessor, we believe the asset sales and return of capital were being demanded by the partners, and were not what CIM Group was otherwise inclined to do.
- Despite its self-described transition from a private fund to a "high-quality public REIT," CMCT has never held a conference call with stockholders despite this being standard practice among all its peers.
Forthright and transparent stockholder communications are vital to investor confidence and a competitive public-market valuation. Beyond the structural and governance flaws, the Company and its board are failing its stockholders on this measure as well. Our nominees have decades of experience in reviewing and preparing stockholder correspondence and understanding investor sensitivities. If elected to the board, we will pledge to employ these skills to radically improve investor communications and provide ample information for the investment community to grade us against the plan we outline.
Support our Slate by Voting the GOLD Card
Our independent nominees form an experienced team that intends to focus first and foremost on unlocking value for the benefit of all stockholders: They are:
Thomas D. Ferguson, 66, is a commercial real estate investment professional with extensive experience in the investment, management, construction, sales, and financing of all major types of commercial real estate projects including office, hotel, multifamily, senior living, student housing, and golf related investments. Mr. Ferguson is currently the Managing Member of 511 Partners, LLC, a private company he founded that provides real estate consulting services to financial institutions concerning public and private real estate related investments. He also serves on the Special Committee for Intelsat Envision Holdings, Inc. From 2003 to 2019, Mr. Ferguson worked in the Merchant Banking division of Goldman Sachs & Co. While at Goldman Sachs, Mr. Ferguson served a secondment as the Chief Executive Officer of American Golf, a portfolio company of Goldman Sachs. From 1983 to 1997, Mr. Ferguson worked for
Paragon, a private real estate development and management company headquartered in Dallas, where he was directly involved the company's IPO in 1994 as Chief Financial Officer up until its merger with Camden Property Trust in 1997.
Mr. Ferguson would bring to the board his extensive real estate investment and management experience together with his senior level experience working at a large investment firm.
Mark C. Gelnaw, 63, is a senior investment executive with significant experience leading, developing, and managing new businesses within various types of financial services environments. Mr. Gelnaw is currently the Managing Partner of Breakwater Ventures, LLC, a New York and Florida based company he founded in 2006 to develop, invest in, and manage a set of diverse business opportunities relating to real estate, energy services, medical devices, diagnostic equipment, and emerging companies. From 2000 to 2005, Mr. Gelnaw served in various senior management roles at Deutsche Bank in New York, where, among other roles, he was responsible for the development of the global real estate business by altering the strategic direction to a third-party business. From 1997 to 2000, Mr. Gelnaw was a Managing Director in the Equities Division of the London branch of Deutsche Bank Securities, Inc., where he served on the firm's Global Equity Management Committee. From 1986 to 1996, Mr. Gelnaw served in various senior roles at Deutsche Bank, Lehman Brothers, Inc., and Salomon, Inc. Mr. Gelnaw received a bachelor's degree in Accounting from Georgetown University and is a Certified Public Accountant.
Mr. Gelnaw would bring to the board his strong accounting background and valuable experience in the investment management industry both at large public financial institutions and more recently through his own private company.
Raymond V. Marino II, 62, has served in several senior executive positions with two publicly traded real estate investment trusts. From 2001 to 2012, he was a member of the Board of Directors, President and Chief Operating Officer of Mission West Properties, Inc., which developed, owned, and managed significant office and research and development space in the Silicon Valley of the San Francisco Bay area. From 1996 to 2000, Mr. Marino was the President and CEO and a member of the Board of Directors of Pacific Gateway Properties, Inc., which developed and owned a diverse portfolio of suburban and central business district multitenant office, multifamily, industrial, hospitality, retail, and mixed-use properties in five states. Mr. Marino served as Chief Financial Officer and Chief Operating Officer of the company from 1992 to 1996. Early in his career, Mr. Marino worked for four years at Coopers & Lybrand (now PriceWaterhouseCoopers LLP), and he held several other senior financial management positions with public and private companies. Mr. Marino is a graduate of Golden Gate University, where he obtained an M.S. degree, and of Santa Clara University, where he obtained a B.S. degree.
Mr. Marino would bring to the board his valuable real estate investment and management experience, including his role as director and executive officer of two publicly real estate investment trusts over a 20-year period.
John S. Moran, 60, has approximately 35 years of experience working in publicly traded real estate securities as a securities analyst, intuitional portfolio manager, investment manager and investor. Since 2018, Mr. Moran has worked as an Investment Analyst for Robotti Securities, LLC, a broker-dealer registered with the U.S. Securities and Exchange Commission. From 2015 to 2018, Mr. Moran was a Vice President at JP Morgan Securities. Mr. Moran has also served in various senior financial analyst and investment management roles at several financial institutions including Morgan Stanley, Kidder
Peabody, A.G. Edwards & Sons, Ingalls & Snyder, and PRA Securities Advisors, which is now a subsidiary of Heitman Capital Management, where he served as a portfolio manager for one of the first dedicated institutional mutual funds for investing in real estate investment trusts. Mr. Moran holds a B.S. in Business Administration – Finance and Banking from the University of Missouri. He is a Chartered Financial Analyst (CFA) and also holds the FINRA Series 7 and 63 licenses with Robotti Securities, LLC.
Mr. Moran would bring to the board his valuable experience as an investment analyst, especially in the area of real estate investment trusts.
Gregory Morillo, 35, is an independent investment management and real estate industry professional with significant experience investing in direct real estate as well as publicly traded real estate and real estate related securities. Mr. Morillo founded Lionbridge Capital, LP in 2018, a value-oriented investment company that invests in REITs and real estate related companies. Prior to founding Lionbridge, from 2015 to 2018, Mr. Morillo was an Analyst at Kingstown Capital LP, a value-oriented investment partnership that focuses on special situation securities across the capital structure. Previously, Mr. Morillo worked at Talisman Group, LLC and Wesley Capital Management, LLC, where he was responsible for real estate related investments. Mr. Morillo received his B.S. in Economics from the Wharton School at the University of Pennsylvania in 2008.
Mr. Morillo will bring to the board his valuable experience in the real estate and investment industries, including investing in publicly traded real estate securities.
Very truly yours,
Greg Morillo Robert Robotti Managing Member of General Partner to Managing Director of General Partner to Lionbridge Capital I, LP The Ravenswood Investment Company L.P.
CONTACT:
Greg Morillo Lionbridge Capital LP Email: [email protected] Tel: (212) 300-8003
John Moran Robotti & Company Advisors LLC Email: [email protected] Tel: (646) 442-6702
Bob Marese MacKenzie Partners, Inc. Email: [email protected] Tel: (212) 929-5500

Important Information
This filing is not a solicitation of a proxy from any security holder of CIM Commercial Trust Corporation, a Maryland corporation (the "Company"). Lionbridge Capital, LP and The Ravenswood Investment Company L.P., together with the other participants named herein (collectively, the "Participants"), intend to file a definitive proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2021 Annual Meeting of Stockholders of CIM Commercial Trust Corporation.
Stockholders are urged to read the definitive proxy statement and GOLD proxy card when they become available, because they will contain important information about the Participants, the nominees, the Company and related matters. Stockholders may obtain a free copy of the definitive proxy statement and GOLD proxy card (when available) and other documents filed by the Participants with the SEC at the SEC's web site at www.sec.gov. The definitive proxy statement (when available) and other related SEC documents filed by the Participants with the SEC may also be obtained free of charge from the Participants.
Participants in Solicitation
The participants in the proxy solicitation are Lionbridge Capital, LP ("Lionbridge"), Lionbridge Capital I, LP ("Lionbridge I"), Lionbridge GP, LLC ("Lionbridge GP") Lionbridge Capital GP, LLC ("Lionbridge I GP"), Lionbridge Asset Management, LLC ("Lionbridge AM"), The Ravenswood Investment Company L.P. ("Ravenswood I"), Ravenswood Investments III, L.P. ("Ravenswood III"), Ravenswood Management Company, LLC ("Ravenswood Management"), Robotti & Company, Incorporated ("Robotti & Company"), Robotti & Company Advisors, LLC ("Robotti Advisors"), Robotti Securities, LLC ("Robotti Securities"), Robert E. Robotti, Gregory Morillo, Thomas Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran, Winthrop Realty Partners, L.P. and Michael L. Ashner.
As of the date hereof, (i) Lionbridge directly owned 60,761 shares of the Company's Common Stock, \$0.001 par value per share (the "Common Stock"), (ii) Lionbridge I directly owned 183,339 shares of Common Stock; (iii) Ravenswood I directly owned 293,415 shares of Common Stock; (iv) Ravenswood III directly owned 174,135 shares of Common Stock; (v) Lionbridge GP, as the general partner of Lionbridge, may be deemed the beneficial owner of the 60,761 shares of Common Stock owned directly by Lionbridge; (vi) Lionbridge I GP as the general partner of Lionbridge I, may be deemed the beneficial owner of the 183,339 shares of Common Stock owned directly by Lionbridge I; (vii) Lionbridge AM, as the asset manager of each of Lionbridge and Lionbridge I, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (viii) Gregory Morillo, as the managing member of each of Lionbridge GP, Lionbridge I GP, LLC and Lionbridge AM, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (ix) Ravenswood Management, as the general partner of each of Ravenswood I and Ravenswood III, may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (x) Robotti Advisors, as the investment adviser of each of Ravenswood I and Ravenswood III may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (xi) Robotti Securities may be deemed to be the beneficial owner of 500 shares of Common Stock owned in a discretionary account managed for a customer by Robotti Securities; (xii) Robotti & Company, (a) as the parent of Robotti Advisors, its wholly-owned subsidiary, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned by Robotti Advisors, and (b) as the parent of Robotti Securities, its wholly-owned subsidiary, may be deemed the beneficial owner of 500
shares of Common Stock owned in a discretionary account managed by Robotti Securities for a customer; (xiii) Mr. Robotti, as the Managing Director of Ravenswood Management, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned by Ravenswood Management; and (xiv) Mr. Robotti, as the President and controlling shareholder of Robotti & Company, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III, for which Robotti Advisors acts as investment adviser, and the 500 shares of Common Stock owned in a discretionary account managed by Robotti Securities for a customer. As of the date of hereof, Mr. John Moran was the direct beneficial owner of 35,859 shares of Common Stock and none of Messrs. Ferguson, Gelnaw or Marino II beneficially owned any shares of Common Stock. As of the date hereof, Winthrop Realty Partners, L.P. is the beneficial owner of 148,976 shares of Common Stock, and Michael L. Ashner may be deemed to beneficially own the shares held by Winthrop Realty Partners, L.P.
| 11 | |
|---|---|
Via Email to:
[email protected] [email protected] [email protected]
April 22, 2021
Re: Request for Proposal to Manage CIM Commercial Trust Corporation
Dear Messrs. Morillo, Moran and Robotti:
First Winthrop Corp. and its affiliated companies (collectively, "Winthrop") is pleased to provide a proposal to replace the external operator and administrative services provider to CIM Commercial Trust Corporation ("CMCT" or the "Company"). The terms of our proposal are set forth in Exhibit A.
Our proposal contemplates providing all external management services for the Company on an ongoing basis, subject to a strategic review and direction of a newly constituted board of directors. We understand that such a review could dictate a range of outcomes, including but not limited to a substantial sale of assets, merger, sale of the company or liquidation. Winthrop expects to be able to manage CMCT's existing assets and operations at significant savings while the board studies the best path forward for the company and its shareholders.
As to our qualification, there are a number of considerations worthy of mention. Winthrop, its affiliates and predecessors (collectively, the "Winthrop Group") is a vertically integrated real estate owner, operator, and asset and property management firm founded by its Chairman and Chief Executive Officer Michael Ashner in 1995. The firm has overseen as external advisor and manager six publicly traded real estate investment trusts, more than 45 publicly registered syndicated limited partnerships and in excess of 150 privately syndicated limited partnerships. Winthrop was responsible for the ongoing management and the subsequent full liquidation, partial liquidation and/or sale of most of these companies or their respective assets. These companies represented the interests of more than 250,000 shareholders and limited partners.
Winthrop currently supervises the plan of liquidation for New York REIT, Inc. and Luby's Inc., both public reporting companies. Most recently Winthrop also successfully initiated and completed the plan of liquidation for Winthrop Realty Trust, a New York Stock Exchange real estate investment trust which converted into a liquidating trust on August 8, 2016. Such efforts resulted in shareholders realizing cash distributions and stock price of more than \$17 a share as compared to a stock price of approximately \$11 a share at the time the plan of liquidation was first announced. Through this and prior endeavors, Winthrop acquired particular knowledge and experience with all regulatory requirements and the specific GAAP accounting rules pertaining to conducting a plan of liquidation. The corporate infrastructure of Winthrop remains essentially intact.
Finally, all senior members of the Winthrop team have at least 10 years of real estate experience with more than 25 plus employees in our corporate offices. As outlined in Exhibit A, we estimate that annual savings to the Company should exceed \$11 million in asset management fees and other corporate overhead costs on an ongoing basis.
Furthermore, no affiliate of Winthrop or the advising entity would seek to acquire any interest of the assets to be sold in the event of a proposed plan of liquidation. Our affiliates are shareholders of CMCT with an in-depth knowledge of the Company and its assets. As shareholders, our principal goal through this process would be to maximize shareholder value through a consensual and close relationship with the Board of Directors.
Winthrop agrees to provide you with all commercially reasonable information (the "Information") as you may request in connection with any offering materials provided to shareholders of the Company or others in connection with any proposed proxy solicitation or other offer to the Company (the "Offering Materials") and agrees that the terms set forth herein may be disclosed in any such materials; provided, however, that in no event shall any information about Winthrop be disclosed including as to this proposal without first obtaining the written consent of Winthrop, which consent shall not be unreasonably withheld or conditioned other than for appropriate mutual customary indemnification provisions relating to such Offering Materials. You agree to promptly reimburse Winthrop for all third-party costs associated with any such disclosure. Any final and binding agreement between the parties shall contain such mutual customary indemnification provisions relating to any Offering Materials used in connection with any shareholder solicitation and thereafter in the event Winthrop is engaged to provide external advisory services on behalf of CMCT.
Except for the preceding paragraph which shall be binding on the parties hereto, upon the execution by both parties of this response to request for proposal, (i) this proposal is not intended to be binding on any of the parties hereto and (ii) neither party hereto nor any of their respective affiliates or successors or assigns will have any legal obligation whatsoever to any other party hereto, or with respect to the proposed transaction contemplated hereby, unless and until all terms and conditions of a definitive agreement has been duly executed by the applicable parties.
Please do not hesitate to contact me with respect to any questions or additional information you should require.
Sincerely,
/s/ John Garilli
John Garilli President and Chief Operating Officer First Winthrop Corp
| Existing (CIM Group Administration) | First Winthrop Corp ("Winthrop") Proposal |
|
|---|---|---|
| Term: | Perpetual term | If an ongoing basis, a one-year term with six-month renewals unless terminated by the Company on 30 days' notice. If subject to a plan of liquidation, an 8-month term, automatically renewed for three-month periods unless terminated by the Company upon 30 days' notice. |
| Termination: | Neither the Master Services Agreement nor the Investment Management Agreement may be terminated by us (except in limited circumstances for cause in the case of the Master Services Agreement) |
Yes at: (i) expiration of then current term; (ii) without cause and without penalty upon 60 day notice; (iii) for Good Reason with 45 day notice; (iv) upon change in control or (v) by the independent directors of the company with Cause. |
| Termination Fee: | None specified | None |
| Asset Management Fee: | Tiered asset management fee based on fair value of real properties and associated assets of CMCT. |
Fixed quarterly fee percentage of 0.10% on fair value of real properties and associated |
Fair Value of CMCT assets
assets of CMCT.
| Quarterly Fee | ||||
|---|---|---|---|---|
| From Greater of | To and Including | Percentage | ||
| \$ - | \$ 500,000 |
0.2500% | ||
| \$ 500,000 |
\$ 1,000,000 | 0.2375% | ||
| \$ 1,000,000 | \$ 1,500,000 | 0.2250% | ||
| \$ 1,500,000 | \$ 4,000,000 | 0.2125% | ||
| \$ 4,000,000 | \$ 20,000,000 | 0.1000% | ||
| Estimated Asset Management Fee: | \$9,043,000.001 | \$3,807,000.001 |
- Fair value of CMCT assets equal to \$951.9M based on "Investments in real estate – at fair value" and "Loans Receivable – at fair value" as disclosed in Estimated Net Asset Value as of 12/31/20. Source: March 2021 Investor Presentation.
| Other Corporate Overhead | ||
|---|---|---|
| - General and Administrative |
Includes public company expenses, legal, accounting, tax preparation, and G&A associated with lending segment. 2020 Actual: \$6,772,000.00 |
Includes the following estimated third party expenses and costs that are not covered by Asset Management Fee (above): |
| - | Corporate Expense Reimbursements Pursuant to the terms of the amended Master Services Agreement, CIM Service Provider, LLC (the "Administrator") receives compensation and or reimbursement for services such as accounting, tax, reporting, internal audit, legal, compliance, risk management, IT, human resources, corporate communications and on-going support in connection with the Company's offering of Preferred Stock. 2020 Actual: \$2,243,000.002 |
• Accounting: \$1MM • Legal/Audit: \$400K • Director Compensation: \$400K • D&O Insurance: \$400K • Other third party Public Company Costs: \$800K |
| - Incentive Fee |
CMCT permanently eliminated its \$1.1 million annual base service fee and replaced it with an incentive fee, which is equal to 15% of CMCT's quarterly core funds from operations in excess of a quarterly threshold of 1.75% (i.e. 7% on an annualized basis) of CMCT's average adjusted common stockholders' equity. |
• No expense reimbursement for overhead • No incentive fee • No set up fee costs |
| Total Other Corporate Overhead: | No incentive expected through 20213 Approx. \$9,000,000 |
Approx. \$3,000,000 |
| Total Cost (2)(3) | Approx. \$18,043,000 | Approx. \$6,807,000 |
| Annual Asset Management + Other Corporate Overhead savings under Winthrop's administration | Approx. \$11,236,000 | |
| Per-share annual savings 2. Equal to 2020 Expense reimbursements to related parties-corporate |
Approx. \$0.76 | |
| 3. According to Company disclosures. |
||
| 2020 Actual Costs Incurred | Estimate of fees to Winthrop | |
| Property Management Fees | \$1,670,000.00 | Market Rates |
| Property Management Fees | \$1,670,000.00 | Market Rates |
|---|---|---|
| Onsite Management and Other Cost | \$3,356,000.00 | Market Rates |
| Reimbursement | ||
| Leasing Commissions | \$112,000.00 | None |
| Construction management fees | \$344,000.00 | Market Rates |
| Property Disposition Fees | Undisclosed | None |
| Acquisition Fees: | Undisclosed | None |
| Financing Fee: | Undisclosed | None |
| Lending Segment Expenses | \$3,491,000.00 | Will operate at cost |
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [ ] Filed by a Party other than the Registrant [X]
Check the appropriate box:
- [ ] Preliminary Proxy Statement
- [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
- [ ] Definitive Proxy Statement
- [ ] Definitive Additional Materials
- [X] Soliciting Material under Rule 14a-12
CIM COMMERCIAL TRUST CORPORATION (Name of Registrant as Specified in its Charter)
LIONBRIDGE CAPITAL I, LP LIONBRIDGE CAPITAL, LP LIONBRIDGE CAPITAL GP, LLC LIONBRIDGE GP, LLC LIONBRIDGE ASSET MANAGEMENT, LLC GREGORY MORILLO THE RAVENSWOOD INVESTMENT COMPANY, L.P. RAVENSWOOD INVESTMENTS III, L.P. RAVENSWOOD MANAGEMENT COMPANY, L.L.C. ROBOTTI & COMPANY ADVISORS, LLC ROBOTTI SECURITIES, LLC ROBOTTI & COMPANY, INCORPORATED ROBERT E. ROBOTTI KENNETH R. WASIAK SR. THOMAS D. FERGUSON MARK C. GELNAW RAYMOND V. MARINO II JOHN S. MORAN JAMES O'LEARY
Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
- [X] No fee required.
- [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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- Title of each class of securities to which transaction applies:
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- Aggregate number of securities to which transaction applies:
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- Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
-
- Proposed maximum aggregate value of transaction:
-
- Total fee paid:
-
- [ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Lionbridge Capital, LP and Robotti & Company Advisors, LLC Press Release Regarding CIM Commercial Trust Corporation
Lionbridge Capital, LP and Robotti & Company Advisors, LLC, together with the other participants named herein, intend to file a preliminary proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its slate of qualified director nominees at the 2021 annual meeting of stockholders of CIM Commercial Trust Corporation, a Maryland corporation. On March 15, 2021, Lionbridge Capital, LP and Robotti & Company Advisors, LLC issued a press release, a copy of which is attached hereto.
Important Information
This filing is not a solicitation of a proxy from any security holder of CIM Commercial Trust Corporation, a Maryland corporation (the "Company"). Lionbridge Capital, LP and Robotti & Company Advisors, LLC, together with the other participants named herein (collectively, the "Participants"), intend to file a preliminary proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2021 Annual Meeting of Stockholders of CIM Commercial Trust Corporation.
Stockholders are urged to read the definitive proxy statement and GOLD proxy card when they become available, because they will contain important information about the Participants, the nominees, the Company and related matters. Stockholders may obtain a free copy of the definitive proxy statement and GOLD proxy card (when available) and other documents filed by the Participants with the SEC at the SEC's web site at www.sec.gov. The definitive proxy statement (when available) and other related SEC documents filed by the Participants with the SEC may also be obtained free of charge from the Participants.
Participants in Solicitation
The participants in the proxy solicitation are anticipated to be Lionbridge Capital, LP ("Lionbridge"), Lionbridge Capital I, LP ("Lionbridge I"), Lionbridge GP, LLC ("Lionbridge GP") Lionbridge Capital GP, LLC ("Lionbridge I GP"), Lionbridge Asset Management, LLC ("Lionbridge AM"), The Ravenswood Investment Company, L.P. ("Ravenswood I"), Ravenswood Investments III, L.P. ("Ravenswood III"), Ravenswood Management Company, L.L.C. ("RMC"), Robotti & Company, Incorporated ("RCI"), Robotti & Company Advisors, LLC ("RCA"), Robotti Securities, LLC ("RS"), Robert E. Robotti, Gregory Morillo, Kenneth R. Wasiak Sr., Thomas Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran and James O'Leary.
As of the date hereof, (i) Lionbridge directly owned 60,761 shares of the Company's Common Stock, \$0.001 par value per share (the "Common Stock"), (ii) Lionbridge I directly owned 183,339 shares of Common Stock; (iii) Ravenswood I directly owned 293,415 shares of Common Stock; (iv) Ravenswood Investments III directly owned 174,135 shares of Common Stock; (v) Lionbridge GP, as the general partner of Lionbridge, may be deemed the beneficial owner of the 60,761 shares of Common Stock owned directly by Lionbridge; (vi) Lionbridge I GP as the general partner of Lionbridge I, may be deemed the beneficial owner of the 183,339 shares of Common Stock owned directly by Lionbridge I; (vii) Lionbridge AM, as the asset manager of each of Lionbridge and Lionbridge I, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (viii) Gregory Morillo, as the managing member of each of Lionbridge GP, Lionbridge I GP, LLC and Lionbridge AM, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (ix) RMC, as the general partner of each of Ravenswood I and Ravenswood III, may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (x) RCA, as the investment advisor of each of Ravenswood I and Ravenswood III may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (xi) RS may be deemed to be the beneficial owner of 500 shares of Common Stock owned in a discretionary account managed for a customer by RS; (xii) RCI, (x) as the wholly-owned parent of RCA, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned by RCA, and (y) as the parent of RS, may be deemed the beneficial owner of 500 shares of Common Stock owned in a discretionary accounts managed by RS for a customer; (xiii) Mr. Robotti and Mr. Wasiak Sr., as the managing members of RMC, may be deemed to be the beneficial owners of the 467,550 shares of Common Stock beneficially owned by RMC; (xiv) Mr. Robotti, as the President of RCI and controlling shareholder, may also be deemed to be the beneficial owner of the 500 shares of Common Stock owned in a discretionary account managed by RS for a customer. As of the date of hereof, Mr. John Moran was the direct beneficial owner of 35,859 shares of Common Stock and none of Messrs. Ferguson, Gelnaw, Marino II or O'Leary beneficially owned any shares of Common Stock.
Lionbridge and Robotti Issue Open Letter to CMCT's Board
- Urge Board to Announce Review of Strategic Alternatives Led by Fully Independent Directors
- Note Proposed Nominees Will Fairly and Objectively Help Consider All Such Strategic Alternatives
March 15, 2021
NEW YORK, March 15, 2021 /PRNewswire/: Lionbridge Capital, LP and Robotti & Company Advisors LLC (together with its affiliates, the "Stockholder Group" or "we") with an ownership interest of approximately 5% of CIM Commercial Trust Corporation ("CMCT" or the "Company") (NASDAQ: CMCT), today issued an open letter to the Company's Board of Directors (the "Board").
In the letter, the Stockholder Group urges the Board to explore strategic alternatives to maximize stockholder value, including, but not limited to an orderly sale of the Company's assets or another transaction that reflects CMCT's substantial underlying value. Given increased visibility of tenants returning to offices, improving conditions in the investment-sales market, and recovering asset values, the Stockholder Group believes that now is an appropriate time to conduct a "market check" by soliciting acquisition proposals for the sale of the Company and individual properties.
For a strategic review to be credible and reach an objective conclusion, the Stockholder Group asserted that such a review must be led by fully independent directors, unaffiliated with CIM Group, given inherent conflicts of interest. The Stockholder Group remains open to discussing the urgent need for Board reconstitution and a path forward to reach a resolution with the Board that is in the best interests of all CMCT stockholders.
As the requests by the Stockholder Group to meet and work constructively with the Board, and Chairman Richard Ressler in particular, remain unaddressed, we feel it is imperative that CMCT hold its 2021 Annual Meeting of Stockholders as early as possible so that stockholders have the opportunity to elect the Board that they believe would best represent the stockholders' interests in identifying and pursuing value-maximizing opportunities for the Company. The Stockholder Group firmly believes that any attempt to classify the current Board at this stage would be a material failure of governance and belie CIM Group's public commitment to high Environmental, Social, and Governance (ESG) standards.
The full text of the letter to the Board can be viewed at the following link:
https://lionbridgecapitallp.box.com/s/1t0li1ofrdfp11g9a860hu6kck3kk3xn
CONTACT:
Greg Morillo Lionbridge Capital LP Email: [email protected] Tel: (212) 300-8003
John Moran Robotti & Company Advisors LLC Email: [email protected] Tel: (646) 442-6702
Bob Marese MacKenzie Partners, Inc. Email: [email protected] Tel: (212) 929-5500
CIM Commercial Trust Corporation 17950 Preston Road, Suite 600 Dallas, Texas 75252
March 15, 2021
Dear Mr. Ressler,
As you know, on January 13, 2021, Lionbridge Capital, LP and Robotti & Company Advisors, LLC (the "Stockholder Group" or "we"), which collectively own approximately 5% of the outstanding shares of common stock of CIM Commercial Trust Corporation ("CMCT" or the "Company"), filed a public letter addressed to you and the other directors of CMCT. In that letter, we expressed our concerns regarding the viability of CMCT as a stand-alone going concern given its small scale, lack of liquidity, poor corporate governance policies and external management structure, excessive costs, and inability to make accretive investments or acquisitions relative to its cost of capital, as more fully discussed in the letter. We also announced that the Stockholder Group has provided the Company with notice of its intention to nominate six candidates for election to the Board at the upcoming 2021 Annual Meeting of Stockholders.
Though we have received no response from the Company or its board, we confidently believe other stockholders share our concerns and have a strong preference for the Company to engage in a strategic review led by fully independent directors that explores all options, including but not limited to an orderly sale of the Company's assets at appropriate values or another transaction, or series of transactions, that provides them with cash and/or securities in an existing publicly traded company.
Accordingly, we believe the board must exercise its fiduciary duties and conduct a comprehensive and thorough review of all viable strategic alternatives. Such a review should include a "market check" by soliciting proposals for both an entity-level transaction and sale of individual properties. This way, stockholders can properly evaluate the achievable value available now and for the long-term relative to, in our view, the dilutive effects of continuing to incur the unremedied excessively high costs of operating this Company as a stand-alone going concern.
For a strategic review process to be credible and reach an objective conclusion, we believe it must be led by fully independent directors, with the board advising stockholders of the results of the review in a timely manner. We believe this is only possible with a reconstituted board comprised of fully independent stockholder representatives such as our highly qualified and experienced nominees. The current directors bear responsibility for overseeing CMCT's persistent underperformance and have proven not to be the right representatives to objectively evaluate the full range of strategic opportunities available to the Company. Stockholders deserve true fiduciaries within the board, and we believe our nominees with represent all holders of CMCT and fully and fairly explore all strategic alternatives. The status quo is not tenable.
We are concerned that our positions regarding the Company engaging in a strategic review are not being accurately portrayed by management. To be clear, neither the Stockholder Group nor any proposed board nominee is advocating a fire sale of the Company's assets, nor do they have any proposal regarding a specific transaction. Our only interest is unlocking the significant value trapped in CMCT and doing so for appropriate value and within a reasonable time frame. We feel it is necessary to act with an appropriate sense of urgency given the continued and troubling erosion of stockholder value from the company's excessive management fees and bloated overhead as discussed in our January 13th letter.
We continue to believe there are numerous institutional, strategic buyers interested in acquiring properties from the Company at attractive prices that, in aggregate, would far exceed what CMCT can be reasonably expected to trade for as a going concern. We note that many of CMCT's assets are truly irreplaceable due to strict zoning requirements and therefore would likely command substantial price premiums to other competitive properties in their markets.
While it was not an optimal time to explore a sales process amid the COVID crisis, today, as a path back to normalcy becomes visible, there are clear indications of heightened investor interest for assets like many of those owned by CMCT as demonstrated by trades that have recently gone under contract or are currently being marketed today— including the recent sale by CIM Group of Uptown Station in Oakland at record pricing for that market (a few blocks away from 1 Kaiser). We expect that conditions in the debt and investment-sales market will continue to improve in the coming quarters as evidenced by high levels of excess liquidity in the coffers of buyers looking for quality assets. Moreover, based on the recent share price performance of your public peers, the market appears to anticipate a strong rebound in operating fundamentals, increased visibility of tenants returning to offices, and recovering asset values.
For these reasons, we believe any assertion that a "near-term" liquidation would destroy stockholder value is a straw-man argument that only heightens stockholders' alertness to CIM's credibility and countenances a troubling entrenchment that does not benefit shareholders. We remain concerned that CIM Group has a self-interested desire for CMCT to remain an independent company and preserve its effective control for as long as possible in order to unjustly enrich itself through its excessively generous service agreements, which compensate them for delaying and/or avoiding a strategic review.
We are concerned that the current board, left to its own devices, may pursue an alternate, self-serving course of action in lieu of a truly independent strategic review—or worse, take steps to further entrench itself, such as classifying the Board. We hope CIM has the introspective awareness to recognize that taking such actions would directly contradict its public commitment to high Environmental, Social, and Governance (ESG) standards and would significantly diminish stockholder rights.1 As fiduciaries, the board must act in stockholders' best interests—not those of the advisor—by allowing stockholders to decide the fate of its investments and to vote on the election of directors whom they believe would best represent the stockholders' interests in identifying and pursuing value-maximizing opportunities for the Company.
In this context, we would like to draw attention to a preliminary updated net asset value estimate reporting an over 20% decline in value pursuant to a February 11, 2021 8-K filing following the disclosures of appointments of a new director and chairman of the audit committee.2 It is highly concerning that a decline of this magnitude in most recent estimated NAV would be buried in an 8-K filing highlighting unrelated business and not the subject of a dedicated press release or even special conference call along with a detailed explanation.
1 Source: https://www.cimgroup.com/about/our-impact/ESG
2 In its Form 8-K filed on 2/11/21, CMCT announced that its preliminary estimated net asset value (NAV) per share as of 12/31/20 is in the range of \$22.00 to \$22.50 compared to an estimated NAV per share of \$28.49 as of 12/31/19.
We have been advised by a number of stockholders expressing concern as to whether this obscured disclosure might be a precursor to a predatory bid for the Company by a CIM Group–related entity, which seems a perfectly understandable concern given our understanding of its past conduct toward partners and stockholders who demanded liquidity. On the other hand, we would be fully satisfied with a CIM-related entity purchasing the Company provided the consideration was at full and fair value as determined through the result of a wide and independent marketing process.
We sincerely hope in its upcoming earnings report, the Company satisfactorily addresses the issues we and other shareholders have raised. We continue to be open to constructively discussing the urgent need for Board reconstitution and a path forward to reach a resolution with the CMCT Board that is in the best interests of all CMCT stockholders.
Very truly yours,
Greg Morillo Robert Robotti Managing Member Managing Member
Lionbridge Capital, LP Robotti & Company Advisors LLC
Important Information
This filing is not a solicitation of a proxy from any security holder of CIM Commercial Trust Corporation, a Maryland corporation (the "Company"). Lionbridge Capital, LP and Robotti & Company Advisors, LLC, together with the other participants named herein (collectively, the "Participants"), intend to file a preliminary proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2021 Annual Meeting of Stockholders of CIM Commercial Trust Corporation.
Stockholders are urged to read the definitive proxy statement and GOLD proxy card when they become available, because they will contain important information about the Participants, the nominees, the Company and related matters. Stockholders may obtain a free copy of the definitive proxy statement and GOLD proxy card (when available) and other documents filed by the Participants with the SEC at the SEC's web site at www.sec.gov. The definitive proxy statement (when available) and other related SEC documents filed by the Participants with the SEC may also be obtained free of charge from the Participants.
Participants in Solicitation
The participants in the proxy solicitation are anticipated to be Lionbridge Capital, LP ("Lionbridge"), Lionbridge Capital I, LP ("Lionbridge I"), Lionbridge GP, LLC ("Lionbridge GP") Lionbridge Capital GP, LLC ("Lionbridge I GP"), Lionbridge Asset Management, LLC ("Lionbridge AM"), The Ravenswood Investment Company, L.P. ("Ravenswood I"), Ravenswood Investments III, L.P. ("Ravenswood III"), Ravenswood Management Company, L.L.C. ("RMC"), Robotti & Company, Incorporated ("RCI"), Robotti & Company Advisors, LLC ("RCA"), Robotti Securities, LLC ("RS"), Robert E. Robotti, Gregory Morillo, Kenneth R. Wasiak Sr., Thomas Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran and James O'Leary.
As of the date hereof, (i) Lionbridge directly owned 60,761 shares of the Company's Common Stock, \$0.001 par value per share (the "Common Stock"), (ii) Lionbridge I directly owned 183,339 shares of Common Stock; (iii) Ravenswood I directly owned 293,415 shares of Common Stock; (iv) Ravenswood Investments III directly owned 174,135 shares of Common Stock; (v) Lionbridge GP, as the general partner of Lionbridge, may be deemed the beneficial owner of the 60,761 shares of Common Stock owned directly by Lionbridge; (vi) Lionbridge I GP as the general partner of Lionbridge I, may be deemed the beneficial owner of the 183,339 shares of Common Stock owned directly by Lionbridge I; (vii) Lionbridge AM, as the asset manager of each of Lionbridge and Lionbridge I, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (viii) Gregory Morillo, as the managing member of each of Lionbridge GP, Lionbridge I GP, LLC and Lionbridge AM, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (ix) RMC, as the general partner of each of Ravenswood I and Ravenswood III, may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (x) RCA, as the investment advisor of each of Ravenswood I and Ravenswood III may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (xi) RS may be deemed to be the beneficial owner of 500 shares of Common Stock owned in a discretionary account managed for a customer by RS; (xii) RCI, (x) as the wholly-owned parent of RCA, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned by RCA, and (y) as the parent of RS, may be deemed the beneficial owner of 500 shares of Common Stock owned in a discretionary accounts managed by RS for a customer; (xiii) Mr. Robotti and Mr. Wasiak Sr., as the managing members of RMC, may be deemed to be the beneficial owners of the 467,550 shares of Common Stock beneficially owned by RMC; (xiv) Mr. Robotti, as the President of RCI and controlling stockholder, may also be deemed to be the beneficial owner of the 500 shares of Common Stock owned in a discretionary account managed by RS for a customer. As of the date of hereof, Mr. John Moran was the direct beneficial owner of 35,859 shares of Common Stock and none of Messrs. Ferguson, Gelnaw, Marino II or O'Leary beneficially owned any shares of Common Stock.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1)* CIM Commercial Trust Corp ----------------------------------------------------- (Name of Issuer) Common Stock ----------------------------------------------------- (Title of Class of Securities) 125525584 ----------------------------------------------------- (CUSIP Number) December 31, 2020 ----------------------------------------------------- (Date Of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
- [ ] Rule 13d-1(b)
- [x] Rule 13d-1(c)
- [ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC 1745 (3-06)
| CUSIP No.125525584 | 13G | Page 2 of 8 Pages |
|---|---|---|
| -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: |
||
| Morgan Stanley I.R.S. # 36-3145972 |
||
| -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
||
| (a) [ ] | ||
| (b) [ ] | ||
| -------------------------------------------------------------------------------- 3. SEC USE ONLY: |
||
| -------------------------------------------------------------------------------- | ||
| 4. CITIZENSHIP OR PLACE OF ORGANIZATION: |
| Delaware. | ||
|---|---|---|
| NUMBER OF SHARES |
5. | -------------------------------------------------------------------------------- SOLE VOTING POWER: 0 |
| BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
6. | -------------------------------------------------------------- SHARED VOTING POWER: 396,483 |
| 7. | -------------------------------------------------------------- SOLE DISPOSITIVE POWER: 0 |
|
| 8. | -------------------------------------------------------------- SHARED DISPOSITIVE POWER: 396,549 |
|
| 396,549 | -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
|
| -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] |
||
| 2.7% | -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): |
|
| -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON: HC, CO |
||
| -------------------------------------------------------------------------------- |
| CUSIP No.125525584 | 13G | Page 3 of 8 Pages | |
|---|---|---|---|
| 1. NAME OF REPORTING PERSON: | -------------------------------------------------------------------------------- I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: |
||
| I.R.S. # 13-3292567 | Morgan Stanley Capital Services LLC | ||
| -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
|||
| (a) [ ] | |||
| (b) [ ] | |||
| 3. SEC USE ONLY: | -------------------------------------------------------------------------------- | ||
| -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION: |
|||
| Delaware. | |||
| NUMBER OF SHARES |
5. | -------------------------------------------------------------------------------- SOLE VOTING POWER: 0 |
|
| BENEFICIALLY OWNED BY EACH |
6. | -------------------------------------------------------------- SHARED VOTING POWER: 388,194 |
|
| REPORTING PERSON |
7. WITH: |
-------------------------------------------------------------- SOLE DISPOSITIVE POWER: 0 |
|
| 8. | -------------------------------------------------------------- SHARED DISPOSITIVE POWER: 388,194 |
||
| 388,194 | -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
||
| [ ] | -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: |
||
| 2.6% | -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): |
||
| CO | 12. TYPE OF REPORTING PERSON: | -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- |
|
| Item 1. | (a) | Name of Issuer: | |||||||
|---|---|---|---|---|---|---|---|---|---|
| CIM Commercial Trust Corp | |||||||||
| (b) | -------------------------------------------------------------- Address of Issuer's Principal Executive Offices: |
||||||||
| 17950 PRESTON RD SUITE 600 DALLAS TX 75252 UNITED STATES OF AMERICA |
|||||||||
| Item 2. | (a) | -------------------------------------------------------------- Name of Person Filing: |
|||||||
| (1) Morgan Stanley (2) Morgan Stanley Capital Services LLC |
|||||||||
| (b) | -------------------------------------------------------------- Address of Principal Business Office, or if None, Residence: |
||||||||
| (1) 1585 Broadway New York, NY 10036 (2) 1585 Broadway New York, NY 10036 |
|||||||||
| -------------------------------------------------------------- (c) Citizenship: |
|||||||||
| (1) Delaware. (2) Delaware. |
|||||||||
| (d) | -------------------------------------------------------------- Title of Class of Securities: |
||||||||
| Common Stock | |||||||||
| (e) | -------------------------------------------------------------- CUSIP Number: |
||||||||
| 125525584 | |||||||||
| -------------------------------------------------------------- | |||||||||
| Item 3. | If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
||||||||
| (a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
|||||||||
| (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
|||||||||
| (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
|||||||||
| (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|||||||||
| (e) [ ] An investment adviser in accordance with Sections 240.13d-1(b)(1)(ii)(E); |
|||||||||
| (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); |
|||||||||
| (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); |
|||||||||
| (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|||||||||
| (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
|||||||||
| (j) [ ] A non-U.S. institution in accordance with section 240.13d-1(b)(1)(ii)(J); |
|||||||||
| (k) [ ] Group, in accordance with sections 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with sections 240.13d-1(b)(1)(ii)(J), please specify the type |
of institution: Not Applicable
- Item 4. Ownership as of December 31, 2020.*
- (a) Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
- (b) Percent of Class: See the response(s) to Item 11 on the attached cover page(s).
- (c) Number of shares as to which such person has:
- (i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
- (ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
- (iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
- (iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
- Item 5. Ownership of Five Percent or Less of a Class.
(1) As of the date hereof, Morgan Stanley has ceased to be the beneficial owner of more than five percent of the class of securities. (2) As of the date hereof, Morgan Stanley Capital Services LLC has ceased to be the beneficial owner of more than five percent of the class of securities.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company.
See Exhibit 99.2
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
(1) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
* In Accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by certain operating units (collectively, the "MS Reporting Units") of Morgan Stanley and its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 10, 2021
Signature: /s/ Christopher O'Hara -------------------------------------------------------------------- Name/Title: Christopher O'Hara/Authorized Signatory, Morgan Stanley -------------------------------------------------------------------- MORGAN STANLEY Date: February 10, 2021 Signature: /s/ Christina Huffman --------------------------------------------------------------------
Name/Title: Christina Huffman/Authorized Signatory, Morgan Stanley Capital Services LLC -------------------------------------------------------------------- Morgan Stanley Capital Services LLC
| EXHIBIT NO. | EXHIBITS | PAGE | ||
|---|---|---|---|---|
| ----------- | ---------- | ---- | ||
| 99.1 | Joint Filing Agreement | 7 | ||
| 99.2 | Item 7 Information | 8 |
* Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).
EXHIBIT NO. 99.1 TO SCHEDULE 13G JOINT FILING AGREEMENT
February 10, 2021 ---------------------------------------------------
MORGAN STANLEY and Morgan Stanley Capital Services LLC hereby
agree that, unless differentiated, this Schedule 13G is filed on
behalf of each of the parties.
MORGAN STANLEY
BY: /s/ Christopher O'Hara --------------------------------------------------------------------- Christopher O'Hara/Authorized Signatory, Morgan Stanley
Morgan Stanley Capital Services LLC
BY: /s/ Christina Huffman
--------------------------------------------------------------------- Christina Huffman/Authorized Signatory, Morgan Stanley Capital Services LLC
* Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).
EXHIBIT NO. 99.2 ------------------ ITEM 7 INFORMATION
The securities being reported on by Morgan Stanley as a parent holding company are owned, or may be deemed to be beneficially owned, by Morgan Stanley Capital Services LLC, a wholly-owned subsidiary of Morgan Stanley.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 14A (Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
- ☐ Preliminary Proxy Statement
- ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
- ☐ Definitive Proxy Statement
- ☐ Definitive Additional Materials
- ☒ Soliciting Material Under Rule 14a-12
CIM COMMERCIAL TRUST CORPORATION
| (Name of Registrant as Specified in Its Charter) |
|---|
| LIONBRIDGE CAPITAL I, LP |
| LIONBRIDGE CAPITAL, LP |
| LIONBRIDGE CAPITAL GP, LLC |
| LIONBRIDGE GP, LLC |
| LIONBRIDGE ASSET MANAGEMENT, LLC |
| GREGORY MORILLO |
| THE RAVENSWOOD INVESTMENT COMPANY, L.P. |
| RAVENSWOOD INVESTMENTS III, L.P. |
| RAVENSWOOD MANAGEMENT COMPANY, L.L.C. |
| ROBOTTI & COMPANY ADVISORS, LLC |
| ROBOTTI SECURITIES, LLC |
| ROBOTTI & COMPANY, INCORPORATED |
| ROBERT E. ROBOTTI |
| KENNETH R. WASIAK SR. |
| THOMAS D. FERGUSON |
| MARK C. GELNAW |
| RAYMOND V. MARINO II |
| JOHN S. MORAN |
| JAMES O'LEARY |
| (Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant) |
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
☐ Fee paid previously with preliminary materials:
☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
| (1) | Amount previously paid: |
|---|---|
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
Lionbridge Capital, LP and Robotti & Company Advisors, LLC, together with the other participants named herein (collectively, the "Participants"), intend to file a preliminary proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of qualified director nominees at the 2021 annual meeting of stockholders of CIM Commercial Trust Corporation, a Maryland corporation.
On January 13, 2021, Lionbridge Capital, LP and Robotti & Company Advisors, LLC issued a press release and posted to a website the text of a letter that Lionbridge Capital, LP and Robotti & Company Advisors, LLC delivered to the board of directors of CIM Commercial Trust Corporation. The text of the press release is provided in Item 1 and the text of the letter is provided in Item 2 below:
Item 1: The text of the press release issued on January 13, 2021 is as follows:
Lionbridge and Robotti Nominate Slate of Highly Qualified Candidates for Election to CMCT's Board
Deliver Open Letter to CMCT Board Outlining Grievances
NEWS PROVIDED BY
Lionbridge Capital, LP
Jan 13, 2021
NEW YORK, Jan. 13, 2021 /PRNewswire/ -- Lionbridge Capital, LP, and Robotti & Company Advisors LLC (together with its affiliates, the "Nominating Stockholders" or "they") with an ownership interest of approximately 5.0% of CIM Commercial Trust Corporation ("CMCT" or the "Company") (NASDAQ: CMCT) today announced that they have nominated a slate of six highly qualified candidates for election to the CMCT Board of Directors (the "Board") at the Company's 2021 Annual Meeting: Thomas D. Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran, Gregory M. Morillo, and James O'Leary.
The Nominating Stockholders also announced today that they have delivered a letter to the Board which includes detailed biographies of each nominee and which expressly outlines that:
- · CMCT has persistently traded at a discount to its underlying value throughout its history as a public company due to its lack of scale, excessive cost structure, and unjustified reliance on its external advisor, CIM Group;
- · CMCT's structural flaws are compounded by longstanding conflicts of interest between CIM Group and the 79% majority independent shareholders of CMCT;
- · The Board's clear lack of independence and poor corporate governance practices have insulated CIM management from accountability and have destroyed shareholder value;
- · Board change is necessary to protect the interests of outside shareholders and realize the intrinsic value of CMCT's high-quality assets; and
- · It is anticipated that a newly constituted Board will engage in an open and transparent strategic review exploring all options, including but not limited to one or more potential transactions that reflect CMCT's underlying value.
The full text of the letter to the Board can be viewed in its entirety here: Letter to CMCT Board (available at: https://lionbridgecapitallp.box.com/s/y0lovgf1pz96u85o7vdf8eus2db0tpcr)
About Lionbridge Capital, LP
Lionbridge Capital, LP is a value-oriented investment manager based in New York, with a fundamental approach to investing in publicly traded real estate and real estate-related companies.
www.lionbridgecap.com
About Robotti & Company Advisors LLC
Robotti & Company Advisors LLC is a value-focused, SEC-registered investment adviser with more than three decades of experience. As investors, Robotti & Company Advisors LLC frequently is a constructive and actively-engaged owner with many of its portfolio companies.
www.robotti.com
Investor Contacts
Lionbridge Capital, LP
Greg Morillo
(212) 300-8003
Robotti & Company Advisors LLC
John Moran
(646) 442-6702
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Lionbridge Capital, LP and Robotti & Company Advisors, LLC, together with the other participants named herein (collectively, "Participants"), intend to file a preliminary proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2021 annual meeting of stockholders of CIM Commercial Trust Corporation, a Maryland corporation (the "Company").
PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be Lionbridge Capital, LP ("Lionbridge"), Lionbridge Capital I, LP ("Lionbridge I"), Lionbridge GP, LLC ("Lionbridge GP") Lionbridge Capital GP, LLC ("Lionbridge I GP"), Lionbridge Asset Management, LLC ("Lionbridge AM"), The Ravenswood Investment Company, L.P. ("Ravenswood I"), Ravenswood Investments III, L.P. ("Ravenswood III"), Ravenswood Management Company, L.L.C. ("RMC"), Robotti & Company, Incorporated ("RCI"), Robotti & Company Advisors, LLC ("RCA"), Robotti Securities, LLC ("RS"), Robert E. Robotti, Gregory Morillo, Kenneth R. Wasiak Sr., Thomas Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran and James O'Leary.
As of the date hereof, (i) Lionbridge directly owned 60,761 shares of the Company's Common Stock, \$0.001 par value per share (the "Common Stock"), (ii) Lionbridge I directly owned 183,339 shares of Common Stock; (iii) Ravenswood I directly owned 293,415 shares of Common Stock; (iv) Ravenswood Investments III directly owned 174,135 shares of Common Stock; (v) Lionbridge GP, as the general partner of Lionbridge, may be deemed the beneficial owner of the 60,761 shares of Common Stock owned directly by Lionbridge; (vi) Lionbridge I GP as the general partner of Lionbridge I, may be deemed the beneficial owner of the 183,339 shares of Common Stock owned directly by Lionbridge I; (vii) Lionbridge AM, as the asset manager of each of Lionbridge and Lionbridge I, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (viii) Gregory Morillo, as the managing member of each of Lionbridge GP, Lionbridge I GP, LLC and Lionbridge AM, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (ix) RMC, as the general partner of each of Ravenswood I and Ravenswood III, may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (x) RCA, as the investment advisor of each of Ravenswood I and Ravenswood III may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (xi) RS may be deemed to be the beneficial owner of 500 shares of Common Stock owned in a discretionary account managed for a customer by RS; (xii) RCI, (x) as the wholly-owned parent of RCA, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned by RCA, and (y) as the parent of RS, may be deemed the beneficial owner of 500 shares of Common Stock owned in a discretionary accounts managed by RS for a customer; (xiii) Mr. Robotti and Mr. Wasiak Sr., as the managing members of RMC, may be deemed to be the beneficial owners of the 467,550 shares of Common Stock beneficially owned by RMC; (xiv) Mr. Robotti, as the President of RCI and controlling shareholder, may also be deemed to be the beneficial owner of the 500 shares of Common Stock owned in a discretionary account managed by RS for a customer. As of the date of hereof, Mr. John Moran was the direct beneficial owner of 30,909 shares of Common Stock and none of Messrs. Ferguson, Gelnaw, Marino II or O'Leary beneficially owned any shares of Common Stock.
Item 2: The text of the letter posted online at https://lionbridgecapitallp.box.com/s/y0lovgf1pz96u85o7vdf8eus2db0tpcr on January 13, 2021 is as follows:
CIM Commercial Trust Corporation 17950 Preston Road, Suite 600 Dallas, Texas 75252 Attention: Board of Directors
January 13, 2021
Dear CMCT Board of Directors:
Lionbridge Capital, LP and Robotti & Company Advisors, LLC (the "Nominating Stockholders" or "we") advise private funds that collectively beneficially own 743,059 shares of common stock of CIM Commercial Trust Corporation ("CMCT" or the "Company"), equal to approximately 5.0% of its outstanding shares. A key consideration of our investment is the high-quality, irreplaceable nature of the Company's assets, which include trophy properties in West Los Angeles and downtown Oakland—markets that we believe are poised to thrive post-COVID due to limited supply growth and the spillover demand from nearby San Francisco in the coming years. Despite owning high-quality assets, however, CMCT has consistently traded at a large discount to the underlying value of its assets throughout its history as a public company and currently trades at a 57% discount to its latest Net Asset Value ("NAV") of \$28.49 per share. 1
As detailed in this letter, we believe the Company's persistent low market valuation can be explained by numerous structural factors, including a lack of scale and an unjustified reliance on its external manager, CIM Group ("CIM"), which charges, in our view, excessive asset management and service fees on top of already elevated general and administrative expenses, resulting in a bloated cost structure. Moreover, we believe the circumstances surrounding CMCT's formation, in particular CIM's actions toward prominent institutional investors comprising the ownership group of CMCT's predecessor entity, have severely damaged the Company's credibility and reputation. Ultimately, we attribute these failings to the Board's clear lack of independence and poor governance practices, which have insulated CIM management from accountability and have resulted in the significant destruction of shareholder value.
Contrary to management's statements, we do not believe CMCT can grow or lease its way out of its structural defects and is therefore unlikely to successfully narrow its NAV discount in its current structure. To be a viable public company, CMCT would need to drastically reduce its cost structure. Simultaneously, significant asset growth would be required, not only to absorb overhead costs, but to expand the portfolio beyond its handful of highly concentrated investments to better align the risk profile of the company with peer REITs. Given the Company's persistent share discount, this is not possible, in our view, without significant dilution to existing owners. We believe all shareholders should be very concerned that CIM Group, whose business is principally fee-based asset management, may attempt to solve the "scale" issue with grossly dilutive equity issuances, something already perpetrated under CIM's stewardship for its own benefit.
1 Based on the closing share price on January 11, 2021. NAV per share as of 12/31/19.
Without an actionable and realistic plan for substantive change, we believe stockholder value at CMCT can only be unlocked through a transformative transaction that reflects its underlying value. We have performed extensive diligence on the Company's assets and believe there are numerous institutional investors that are interested in acquiring CMCT's properties at attractive prices. COVID notwithstanding, we are confident that the aggregate pricing that could be achieved through an orderly and transparent sales process will enable shareholders to realize near-term value that far exceeds what this company could ever trade for as a public going concern.
Given the Board's continuous failures to address CMCT's structural flaws and persistent share discount, we find ourselves compelled to take the necessary steps for the protection of our and all other outside shareholders' investments. Therefore, we have delivered a formal nomination notice of our intention to seek the election of six highly qualified director nominees at the 2021 Annual Meeting. As described in detail in the Appendix, this group of individuals collectively has an impressive and comprehensive set of skills spanning finance, operations, mergers and acquisitions expertise, public company board governance and oversight, as well as decades of senior-level investment and management experience in both public and private real estate markets.
We anticipate that a newly constituted Board—one that is free of conflict, undue influence, and intransigence, which, in our opinion, characterizes the current Board—will engage in an open and transparent process to maximize stockholder value for the 79% majority outside stockholders. In doing so, we believe the new slate would explore all options, including a sale for cash and/or a mix of cash and securities of another publicly traded company, or, if appropriate, an orderly liquidation of CMCT's assets.
It is unfortunate and regrettable that this action is necessary. As you know, we have highlighted these structural deficiencies to CIM management on multiple occasions. We strongly preferred to work constructively with the Board in pursuit of a path forward that maximizes value for CMCT and the shares held by the 79% majority outside shareholders. However, our requests to meet and work constructively with the Board, and Chairman Richard Ressler in particular, have gone unaddressed. The highlights of our concerns are as follows:
Inflated and Unnecessary Cost Structure
CMCT's annualized corporate overhead in the most recent quarter, which is comprised of asset management and service fees, corporate expense reimbursements to CIM Group, as well as general and administrative expenses, amounted to a staggering 52% of net operating income ("NOI") over the trailing 12-month period. 2 Asset management fees alone amount to 26% of trailing 12-month NOI. 3
By comparison, general and administrative expenses represent only 6.4% of NOI for Douglas Emmett, CMCT's closest peer, and 11.0% on average for the Company's Class A West Coast office REIT peers. 4 General and administrative expenses at these companies are substantially equivalent to total corporate overhead, given they do not pay fees to an external advisor. While the impact of the COVID pandemic has reduced the NOI contribution of CMCT's hotel asset, further pressuring its overhead expense ratio, these measures were still far beyond the level of its peer group even before COVID. 5
2 Calculated by annualizing CMCT's 3Q 2020 corporate overhead, as defined by the Nominating Stockholders, and dividing the result by trailing 12-month net operating income ("TTM NOI"). Corporate overhead equals "Asset management and other fees to related parties" plus "Expense reimbursements to related parties-corporate" plus "General and administrative" expenses as disclosed in the Company's Quarterly Report on Form 10-Q filed on 11/9/20. TTM NOI represents "Total segment net operating income" for Q4 2019 through Q3 2020 as disclosed in the Company's Quarterly Report on Form 10-Q. See Appendix B, which further details the Nominating Stockholders' calculations and assumptions.
3 Calculated by annualizing the \$2,387,000 in "Asset management and other fees to related parties" paid to CIM Group during Q3 2020, as disclosed in the Company's Quarterly Report on Form 10-Q filed on 11/9/20 and dividing that number by CMCT's TTM NOI. See Appendix B, which further describes the Nominating Stockholders' calculations and assumptions.
4Trailing twelve months as of 9/30/20. References to Class A West Coast office REIT peers is the peer group defined by the Nominating Stockholders as Douglas Emmett (NYSE: DEI), Kilroy Realty Corporation (NYSE: KRC), Hudson Pacific Properties, Inc. (NSYE: HPP), and American Assets Trust, Inc. (NYSE: AAT). See Appendix B, which further describes the Nominating Stockholders' calculations and assumptions.
5CMCT provided a proforma company NOI for 2019, which adjusted for its 2019 asset sales and reflected the contribution from retained properties. Annualized corporate expenses as defined in Footnote 2 were 37% of CMCT's 2019 proforma "Segment NOI from retained properties and lending activities" as disclosed on Form 8-K filed on 11/8/19. See Appendix B, which further describes the Nominating Stockholders' calculations and assumptions.
In absolute terms, annualized corporate overhead is approximately \$19 million. 6 To be clear, very few of these expenses would transfer to a third-party acquirer of CMCT's properties. This level of overhead is being consumed on a portfolio that contains merely nine operating assets, five of which are located within a five-mile radius of one another. Shockingly, this expense load exceeds \$2 million per operating property and does not include property management fees and other onsite expenses, leasing commissions, and construction fees paid to CIM that are expensed or capitalized at the property level. Based on the extraordinary corporate overhead level, we are concerned that the property-level expenses being billed by CIM may be excessive as well.
To make matters worse, CMCT, whose leverage is already elevated, is effectively borrowing money to fund management fees through the issuance of preferred stock in lieu of cash payments to its advisor. Assuming CMCT paid the same proportion of its NOI in overhead as its West Coast office REIT peers, it would be spending only \$4 million. 7 This represents a difference of \$15 million from current levels or \$1 per share in recurring distributable cash flow. 8
CMCT directors have had years to contemplate the cost structure and general viability of CMCT as a stand-alone going concern. When we have raised these issues with management, they have acknowledged that the costs are high and that a review is ongoing. While the Company has converted its Base Service Fee to an incentive-based calculation that will save \$1 million per year, this amounts to less than a 6% reduction in corporate overhead, a small fraction of what is required. 9 The lack of progress is unacceptable considering the company has been public since 2014 and announced its restructuring plan in October 2018 (which specifically outlined the magnitude of anticipated asset sales, which were completed over a year ago in August 2019).
How We Got Here: A Failed Reverse Merger
CMCT's debut as a public company was the product of a 2014 reverse merger between a large private CIM-sponsored institutional real estate fund, CIM Urban REIT (the "fund"), and a public, micro-cap mortgage REIT, PMC Commercial Trust. CIM Urban REIT was owned principally by CIM's limited partners, which included many of the most prominent pension funds in the country. While there are sometimes legitimate reasons for reverse mergers, they can also be abusive and carried out to circumvent a formal IPO process that is subject to the scrutiny of underwriters and investors. As described extensively below, based on firsthand discussions with investors in CIM Urban REIT, we believe CIM pursued this course over strong objections from its partners for the primary purpose of converting finite-life, fee-generating assets into a permanent source of recurring fees. In our view, the formation and governance of CMCT was fraught with conflicts of interests between CIM Group and CMCT shareholders that would never have been tolerated by market participants in a formal IPO process.
Formed in 2005, CIM Urban REIT, like most private-equity real estate funds, had a finite life span. Accordingly, we understand the expectations of its fund partners were that it would be liquidated for cash at the end of its term in the tradition of virtually all funds of its type. Though many private comingled funds include language permitting an IPO as an exit strategy, this mechanism is seldom employed. Nevertheless, CIM pursued this course despite, as we understand it, strong objections from its partners. Its rationale for doing so was that a CIM-run REIT would be well received by the investment community and ultimately afford a superior execution for its limited partners compared to a cash liquidation of the assets.
6 See Appendix B, which further describes the Nominating Stockholders' calculations and assumptions.
7 Calculated by multiplying CMCT's TTM NOI by 11%, which equals the average ratio of G&A to TTM NOI for CMCT's West Coast peers.
8 Calculated by subtracting \$4,000,000 from corporate overhead, as defined in Appendix B, and dividing that number by the 14,827,410 shares outstanding as of 11/4/20 as disclosed in the Company's Quarterly Report on Form 10-Q filed on 11/9/20.
9 CMCT permanently eliminated its \$1.1 million annual base service fee starting in 2Q 2020 and replaced it with an incentive fee as disclosed in an amendment dated 5/11/20 to CMCT's Master Services Agreement filed as an exhibit to CMCT's Form 10Q filed on 5/11/20.
CIM's stated objective for CMCT was to "grow its real estate holdings in a manner consistent with its past investment program at CIM Urban REIT" and be "the principal investment vehicle through which CIM Group will place substantially stabilized real estate investments." 10 In our view, the benefits to CIM by pursuing this course were clear and obvious: convert a finite-life fee stream and assets under management to a public vehicle that would generate perpetual fees to CIM.
CIM's partners in CIM Urban REIT were highly sophisticated real estate investors, most with deep knowledge of public real estate markets and steeped in ESG principals relevant to public and private real estate investing. We understand that investors warned CIM that its proposed public REIT was a flawed concept and that it would trade poorly based on a lack of scale, investor attitudes toward externally managed REITs, a portfolio composition of disparate property types, and lack of public float. 11 Despite these warnings, CIM proceeded anyway.
To add insult to injury, while CIM's limited partners nominally participated in the private fund's governance through seats on an advisory board, we understand that they had little practical ability to influence CMCT's governance or any direct role in setting the terms of CMCT's new advisory contracts with CIM, which are perpetual in nature. At the time of the reverse merger, and presumably when these contracts with CIM were negotiated and executed, four of the seven directors of CMCT were principals of CIM Group.
Predictably, in the aftermath of the reverse merger, CMCT shares traded poorly with virtually no liquidity, investor interest, or sell-side research coverage. What transpired over the next few years bore little resemblance to CIM's originally stated growth objectives for CMCT. In 2017, CMCT sold over \$1 billion in assets and repurchased a similar amount of CMCT stock owned by the private fund. In its public communications, CMCT depicted these corporate actions as the result of a regular evaluation of its business and prudent management. 12 Based on our firsthand discussions with CIM Urban REIT investors, however, we believe these sales were the result of extreme pressure from its fund investors, who were voicing displeasure for the public vehicle. In other words, only when it was clear that the REIT strategy had flopped, and under intense pressure from its pension-fund clients, did CMCT begin selling property and returning capital to investors.
Rather than rightfully completing the sale of its portfolio once and for all and returning the remaining value to its investors in cash dividends, CIM dug in its heels. In 2018, the company announced a "Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity in our Common Stock." 13 At the time, CMCT was trading at a nearly 40% discount to NAV. 14 This program contemplated another \$1 billion in asset sales, or roughly half of the remaining portfolio at the time. The net proceeds were distributed to shareholders, but again, instead of completing a cash liquidation, the private comingled fund was dissolved via a distribution of CMCT shares to its partners. The result was a more structurally flawed company with even less scale. Upon the distribution of CMCT shares, the partners would own over 95% of this deeply flawed and obscure REIT's shares.
10 As disclosed in PMC Commercial's Registration Statement on Form S-4 filed on 8/30/13.
11 Following the reverse merger, Urban Partners II, LLC, an affiliate of CIM Urban REIT, owned 97.7% of CMCT shares, which were not part of the public float.
12 As disclosed in the Company's Registration Statement on Form S-11 filed on 5/15/17, page 42.
13 As disclosed in the Company's Annual Report on Form 10-K filed on 3/18/19.
14 Based on closing share price of \$14.50 per share (pre-split) and estimated NAV per share of \$23.96 as of 12/31/17 according to an exhibit to Form 8-K filed on 3/28/18.
In its public messaging CMCT portrays its asset-sale programs as discretionary capital allocation moves made in response to strong markets and emblematic of CIM's willingness to return capital to shareholders. 15 Again, based on firsthand accounts from CIM's partners, we believe that assertion is misleading. We understand the asset sales and return of capital were being demanded by the partners, according to some accounts, under threat of litigation and were not what CIM Group was otherwise inclined to do.
Contrary to what CIM representatives portrayed to prospective investors, what awaited the market after executing the plan to "unlock value" and "increase liquidity" was an ownership base comprising almost entirely legacy fund investors whose moods we understand generally ranged from frustrated to incensed at CIM's refusal to completely liquidate the company for cash. In the aftermath of the distribution, the shares were soon trading at a nearly 50% discount to published NAV, wider than when the "Program to Unlock Embedded Value" was announced. 16 They would remain in that vicinity for months before they further collapsed in the COVID-related market sell-off.
In a move that has the appearance of being deliberately exploitative, CIM began privately negotiating with its former partners to directly acquire their CMCT shares after refusing to liquidate the company. Within six weeks, CIM acquired approximately 2.5 million shares from former partners, representing approximately 17% of the shares outstanding, in a privately negotiated transaction for \$19.17 per share, or at an approximate 35% discount to NAV based on the company's own estimate, which was a little over 90 days old. 17 Some have sold stock in the open market at yet even wider discounts to NAV. 18 Other former partners remain stuck in their positions, with the shares trading at a nearly 60% discount to the latest published NAV of \$28.49 per share.
Given this background, CIM Group's ongoing refrain that it is "aligned" with its shareholders strikes us as specious. In fact, for years CIM refused a simple and superior execution for its investors by not simply liquidating all the assets for cash. Instead, in our view, it merged private-fund assets into a deeply flawed and largely uninvestable REIT over the objections of its partners, sold assets and returned capital only under duress, and then exploited the frustration it created by buying out former partners, who we believe felt trapped in CMCT at a deep discount to value.
Relative to its ownership in the Company, we believe CIM derives more value from its high-margin advisory contracts with CMCT, which are perpetual in nature. As discussed above, the asset management fees are the largest contributor to CMCT's excessive overhead, which in our view is a primary cause for the Company's depressed valuation and renders CMCT unable to generate any meaningful cash return to shareholders reflective of its NAV. Furthermore, CIM's ownership was created almost entirely by a privately negotiated purchase of shares from its partners at a deep discount to NAV, rather than through open-market purchases, or in the case of original fund investors, at NAV.
CIM further grew its ownership by unilaterally issuing itself 203,349 shares of CMCT in lieu of cash for its first quarter 2020 asset management fee. The number of shares issued were based on the April 9, 2020 closing price, a random single day during the COVID-related market meltdown. The effective pricing of the shares was \$11.60, or at approximately 40% of its latest published NAV. While many companies in America were urgently attempting to cut costs by reducing salaries and directors' fees, CIM used the COVID-19 pandemic as an opportunity to dilute its shareholders for its own benefit. To describe shares acquired in this manner as evidence of "alignment" is disgraceful and speaks of the tone-deaf disregard CIM Group has shown toward the holders of the vast majority of CMCT's shares.
18 For example, CalPERS, the largest investor in the fund, filed a 13D amendment on January 28, 2020, indicating open-market sales of 2.1 million shares during January 2020, when the average closing price of CMCT was \$14.78 (Bloomberg CalPERS fillings).
15 For instance, in response to a critical letter to the CMCT Board by Engine Capital LP, a shareholder, CMCT wrote "CMCT has been one of the most active U.S. listed REITs in selling assets…despite the fact that such sales have significantly reduced fees paid to CIM Group." Source: Form 8-K filed on 5/26/20.
16 The Company's recapitalization transactions, including its special dividend and reverse stock split, closed on 8/30/19. Between 9/3/19 (the first trading day after the recapitalization transactions were completed) and 10/31/19, the average closing price of CMCT was \$15.25 per share. Source: Bloomberg. NAV was \$29.49 per share as of 6/30/19 (proforma, following the completion of the "Program to Unlock Value in Our Portfolio and Improve the Liquidity of Our Common Stock") as disclosed in the Company's Investor Presentation, filed as an exhibit to CMCT's Form 8-K filed on 11/8/19.
17 Proforma NAV following the impact of the "Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock" was \$23.83 per share as of June 30, 2019. Source: August 2019 Investor Presentation filed on 8/8/19.
Weak Corporate Governance and the Lack of Board Independence
In its most recent proxy materials and prior to the unfortunate passing of an "independent" director in December, CMCT claimed that its Board of Directors is represented by a majority of independent directors. Before deconstructing that assertion in more detail, consider the following "risk factor" that appeared in the 2013 registration statement of CMCT's predecessor in connection with the 2014 reverse merger filed with the SEC on August 30, 2013:
"The Merger will result in changes to the Board of Trust Managers and initially, a majority of the Trust Managers will be affiliated with the Advisor and will not be independent; and Urban II [of which CIM Group was the general partner] will have effective control over the outcome of all actions requiring the approval of PMC Commercial [now CMCT] shareholders, which might adversely affect the market price of the PMC Commercial Common Shares."
The exact same director lineup remained in place until the December passing of a director. Five of CMCT's seven directors were either CIM Group insiders, board members of CIM-affiliated entities, or board members of other entities controlled by its chairman. Another board member (Kelly Eppich) was until recently a principal of CIM and employed by the Company from 2002 until his retirement in 2019. Lastly, the seventh board member (Frank Golay, Jr.) was a longtime partner of Sullivan & Cromwell, and his clients included CIM and other entities affiliated with CMCT's chairman. While Mr. Golay has retired from the practice of law, he remains senior counsel to Sullivan & Cromwell, which continues to work on behalf of CIM Group.
It is clear to any objective observer that not a single member of CMCT's board can be reasonably considered "independent" in any real sense and that a majority of members are conflicted, with interests that are at odds with those of CMCT shareholders.
Had there been any qualified and independent director on CMCT's board, we believe the Company would never have consented to or endorsed such egregious, automatically renewing advisory contracts that cannot be terminated by the Board, even for poor performance, without the consent of CIM itself. Nor would the Company have issued stock to CIM Group at approximately 40% of net asset value in lieu of cash for its first quarter 2020 investment management fees. This is the exact sort of conduct that we believe truly independent directors would have protested and prevented.
Path Forward: An Open and Transparent Strategic Review to Maximize Value
Board change is desperately needed to protect the interests of the 79% majority outside shareholders. In fact, stockholders have already expressed dissatisfaction with the status quo by withholding votes for incumbent directors at the prior Annual Meeting despite no alternative slates. If elected, we anticipate our slate will engage in an open and transparent strategic review, including consideration of a transaction that reflects CMCT's underlying value. Such a transaction may include a sale for cash and/or a mix of cash and securities of another publicly traded company, or, if appropriate, an orderly liquidation of CMCT's assets.
It is crucial that a reconstituted Board not only reaches the appropriate resolution for CMCT impartially but also acts expeditiously to maximize shareholder value and minimize further diminution in value from the Company's excessive overhead burden. Our slate will provide shareholders with increased confidence in the independence of the Board's deliberations and the integrity of this process. A board that has failed its shareholders for years cannot be trusted to conduct a credible and transparent strategic review process, especially one where the outcome involves serious conflicts of interest for CIM management and most—if not all—board members.
Conclusion
Most of what is conveyed in this letter has been thoughtfully and repeatedly conveyed by us to CIM Group personnel assigned to CMCT. To date, we have done so privately in our sincere hope to solicit tangible responses with open minds in forming conclusions with respect to CIM's intentions for CMCT. We were hopeful that many of the defects we cited, though hardly excusable, were inadvertent. Unfortunately, there has been little constructive engagement, and we have concluded that CIM Group views its carefully constructed, near-total control of this company as an entitlement and inoculation from best practices among public REITs and from its public commitment to ESG principles. Our outreach to former investment partners for an accounting of the predecessor's history has further dimmed our interpretation of CIM Group's intentions.
We believe CIM took advantage and benefited from CMCT's abysmal valuation by acquiring most of its shares from worn-out and/or exasperated owners whose charters effectively dissuade or prohibit a public fight. We want to make sure that CMCT directors understand that we plan on shining a bright light on its conduct here and that our work is ongoing. We hope CIM has the self-awareness to recognize that further steps to disenfranchise shareholders will only compound its issues with them and compromise its reputation more broadly with the investment community.
We don't consider our positions to be at all controversial. We are certain that CIM has heard many of the exact same criticisms from many investors and would-be investors. The prescription we have outlined is straightforward.
The 79% majority, independent owners of CMCT deserve to be represented by a board that is solely interested in protecting its interests and realizing fair value. We believe our nominees are well qualified to serve as directors and will act as fiduciaries to CMCT shareholders only and not to CIM Group. We have provided their detailed biographies further below. We look forward to making our case to the remaining shareholders going forward and regulators where appropriate.
Very truly yours,
Greg Morillo Robert Robotti Managing Member Managing Member
Lionbridge Capital, LP Robotti & Company Advisors LLC
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Lionbridge Capital, LP and Robotti & Company Advisors, LLC, together with the other participants named herein (collectively, "Participants"), intend to file a preliminary proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2021 annual meeting of stockholders of CIM Commercial Trust Corporation, a Maryland corporation (the "Company").
PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be Lionbridge Capital, LP ("Lionbridge"), Lionbridge Capital I, LP ("Lionbridge I"), Lionbridge GP, LLC ("Lionbridge GP") Lionbridge Capital GP, LLC ("Lionbridge I GP"), Lionbridge Asset Management, LLC ("Lionbridge AM"), The Ravenswood Investment Company, L.P. ("Ravenswood I"), Ravenswood Investments III, L.P. ("Ravenswood III"), Ravenswood Management Company, L.L.C. ("RMC"), Robotti & Company, Incorporated ("RCI"), Robotti & Company Advisors, LLC ("RCA"), Robotti Securities, LLC ("RS"), Robert E. Robotti, Gregory Morillo, Kenneth R. Wasiak Sr., Thomas Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran and James O'Leary.
As of the date hereof, (i) Lionbridge directly owned 60,761 shares of the Company's Common Stock, \$0.001 par value per share (the "Common Stock"), (ii) Lionbridge I directly owned 183,339 shares of Common Stock; (iii) Ravenswood I directly owned 293,415 shares of Common Stock; (iv) Ravenswood Investments III directly owned 174,135 shares of Common Stock; (v) Lionbridge GP, as the general partner of Lionbridge, may be deemed the beneficial owner of the 60,761 shares of Common Stock owned directly by Lionbridge; (vi) Lionbridge I GP as the general partner of Lionbridge I, may be deemed the beneficial owner of the 183,339 shares of Common Stock owned directly by Lionbridge I; (vii) Lionbridge AM, as the asset manager of each of Lionbridge and Lionbridge I, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (viii) Gregory Morillo, as the managing member of each of Lionbridge GP, Lionbridge I GP and Lionbridge AM, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (ix) RMC, as the general partner of each of Ravenswood I and Ravenswood III, may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (x) RCA, as the investment advisor of each of Ravenswood I and Ravenswood III may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (xi) RS may be deemed to be the beneficial owner of 500 shares of Common Stock owned in a discretionary account managed for a customer by RS; (xii) RCI, (x) as the wholly-owned parent of RCA, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned by RCA, and (y) as the parent of RS, may be deemed the beneficial owner of 500 shares of Common Stock owned in a discretionary accounts managed by RS for a customer; (xiii) Mr. Robotti and Mr. Wasiak Sr., as the managing members of RMC, may be deemed to be the beneficial owners of the 467,550 shares of Common Stock beneficially owned by RMC; (xiv) Mr. Robotti, as the President of RCI and controlling shareholder, may also be deemed to be the beneficial owner of the 500 shares of Common Stock owned in a discretionary account managed by RS for a customer. As of the date of hereof, Mr. John Moran was the direct beneficial owner of 30,909 shares of Common Stock and none of Messrs. Ferguson, Gelnaw, Marino II or O'Leary beneficially owned any shares of Common Stock.
APPENDIX A – Biographies of Nominating Stockholders' Nominees (in alphabetical order)
Thomas D. Ferguson, 66, is a commercial real estate investment professional with extensive experience in the investment, management, construction, sales, and financing of all major types of commercial real estate projects including office, hotel, multifamily, senior living, student housing, and golf related investments. Mr. Ferguson is currently the Managing Member of 511 Partners, LLC, a private company he founded that provides real estate consulting services to financial institutions concerning public and private real estate related investments. He also serves on the Special Committee for Intelsat Envision Holdings, Inc. From 2003 to 2019, Mr. Ferguson worked in the Merchant Banking division of Goldman Sachs & Co. While at Goldman Sachs, Mr. Ferguson served a secondment as the Chief Executive Officer of American Golf, a portfolio company of Goldman Sachs. From 1983 to 1997, Mr. Ferguson worked for Paragon, a private real estate development and management company headquartered in Dallas, where he was directly involved the company's IPO in 1994 as Chief Financial Officer up until its merger with Camden Property Trust in 1997. The Nominating Stockholders believe that Mr. Ferguson's extensive real estate investment and management experience together with his senior level experience working at a large investment firm will make him a valuable addition to the Board.
Mark C. Gelnaw, 63, is a senior investment executive with significant experience leading, developing, and managing new businesses within various types of financial services environments. Mr. Gelnaw is currently the Managing Partner of Breakwater Ventures, LLC, a New York and Florida based company he founded in 2006 to develop, invest in, and manage a set of diverse business opportunities relating to real estate, energy services, medical devices, diagnostic equipment, and emerging companies. From 2000 to 2005, Mr. Gelnaw served in various senior management roles at Deutsche Bank in New York, where, among other roles, he was responsible for the development of the global real estate business by altering the strategic direction to a third-party business. From 1997 to 2000, Mr. Gelnaw was a Managing Director in the Equities Division of the London branch of Deutsche Bank Securities, Inc., where he served on the firm's Global Equity Management Committee. From 1986 to 1996, Mr. Gelnaw served in various senior roles at Deutsche Bank, Lehman Brothers, Inc., and Salomon, Inc. Mr. Gelnaw received a bachelor's degree in Accounting from Georgetown University and is a Certified Public Accountant. The Nominating Stockholders believe that Mr. Gelnaw's accounting background and his extensive investment management experience both at large public financial institutions and more recently through his own private company will make him a valuable addition to the Board.
Raymond V. Marino II, 62, has served in several senior executive positions with two publicly traded real estate investment trusts. From 2001 to 2012, he was a member of the Board of Directors, President and Chief Operating Officer of Mission West Properties, Inc., which developed, owned, and managed significant office and research and development space in the Silicon Valley of the San Francisco Bay area. From 1996 to 2000, Mr. Marino was the President and CEO and a member of the Board of Directors of Pacific Gateway Properties, Inc., which developed and owned a diverse portfolio of suburban and central business district multitenant office, multifamily, industrial, hospitality, retail, and mixed-use properties in five states. Mr. Marino served as Chief Financial Officer and Chief Operating Officer of the company from 1992 to 1996. Early in his career, Mr. Marino worked for four years at Coopers & Lybrand (now PriceWaterhouseCoopers LLP), and he held several other senior financial management positions with public and private companies. Mr. Marino is a graduate of Golden Gate University, where he obtained an M.S. degree, and of Santa Clara University, where he obtained a B.S. degree. The Nominating Stockholders believe that Mr. Marino's senior management roles in two publicly traded real estate investment trusts will make him a valuable addition to the Board.
John S. Moran, 59, has approximately 35 years of experience working in publicly traded real estate securities as a securities analyst, intuitional portfolio manager, investment manager and investor. Since 2018, Mr. Moran has worked as an Investment Analyst for Robotti Securities, LLC, a broker-dealer registered with the U.S. Securities and Exchange Commission. From 2015 to 2018, Mr. Moran was a Vice President at JP Morgan Securities. Mr. Moran has also served in various senior financial analyst and investment management roles at several financial institutions including Morgan Stanley, Kidder Peabody, A.G. Edwards & Sons, Ingalls & Snyder, and PRA Securities Advisors, which is now a subsidiary of Heitman Capital Management, where he served as a portfolio manager for one of the first dedicated institutional mutual funds for investing in real estate investment trusts. Mr. Moran holds a B.S. in Business Administration – Finance and Banking from the University of Missouri. He is a Chartered Financial Analyst (CFA) and also holds the FINRA Series 7 and 63 licenses with Robotti Securities, LLC. The Nominating Stockholders believe that Mr. Moran's substantial investment analyst experience, especially in the area of real estate investment trusts, will make him a valuable addition to the Board.
Gregory Morillo, 35, is an independent investment management and real estate industry professional with significant experience investing in direct real estate as well as publicly traded real estate and real estate related securities. Mr. Morillo founded Lionbridge Capital, LP in 2018, a value-oriented investment company that invests in REITs and real estate related companies. Prior to founding Lionbridge, from 2015 to 2018, Mr. Morillo was an Analyst at Kingstown Capital LP, a value-oriented investment partnership that focuses on special situation securities across the capital structure. Previously, Mr. Morillo worked at Talisman Group, LLC and Wesley Capital Management, LLC, where he was responsible for real estate related investments. Mr. Morillo received his B.S. in Economics from the Wharton School at the University of Pennsylvania in 2008. The Nominating Stockholders believe that Mr. Morillo will be a valuable addition to the Board because of his extensive real estate investment and management experience, together with his familiarity with the capital markets and institutional investors.
James O'Leary, 57, served as Chairman of the Board of Directors of BMC Stock Holdings, Inc., since 2015 until its merger with Builders FirstSource, which was consummated in January 2021. Mr. O'Leary now serves as a director of Builders FirstSource. Mr. O'Leary recently served as Chairman and Chief Executive Officer of WireCo WorldGroup, Inc., the world's leading supplier of steel and synthetic rope and electromechanical cable, from January 2017 until his retirement from that company in July 2019. He has served as Chairman and Senior Advisor to Kinematics Manufacturing Corp., a leading global supplier of slewing drive systems, since 2015, and as a member of Madison Dearborn Partners' Basic Industries' Advisory Group since 2014. He previously served as Chairman and Chief Executive Officer of Kaydon Corporation, Inc., a leading manufacturer of highly engineered industrial products, from 2007 until its sale in 2014, and was an independent director of that company from 2005 until 2007. He is a member of the Committee on Development and Alumni Relations & Government and Community Relations for Pace University. Mr. O'Leary holds a B.B.A. from Pace University and an M.B.A. from the Wharton School of the University of Pennsylvania. The Nominating Stockholder believe that Mr. O'Leary's experience in senior management of large manufacturing and highly engineered industrial products businesses will make him a valuable addition to the Board.
APPENDIX B – Corporate Expense Calculations and Assumptions
| (dollars in thousands) | ||||
|---|---|---|---|---|
| Asset management and other fees to related parties | \$ | 2,387 | ||
| Expense reimbursements to related parties-corporate | ||||
| General and administrative | ||||
| Corporate overhead | \$ | 4,762 | ||
| Annualized Corporate Overhead | \$ | 19,048 | ||
| Trailing Twelve Month Net Operating Income ("TTM NOI") | \$ | 36,705 | ||
| 2019 Proforma NOI | ||||
| Annualized Corporate Overhead / TTM NOI | 52% | |||
| Annualized Asset management and other fees to related parites / TTM NOI | ||||
| Annualized Corporate Overhead / 2019 Proforma NOI |
Notes:
-
- CMCT permanently eliminated its \$1.1 million annual base service fee starting in 2Q 2020 and replaced it with an incentive fee. We therefore annualize 3Q 2020 contributions to corporate overhead to account for this benefit and better reflect in-place corporate expenses.
-
- Source: CMCT Form 10-Q and Form 10-K filings. 2019 proforma NOI defined by Nominating Stockholders as the midpoint of CMCT's 2019 guidance for 2019 "Segment NOI from retained properties and lending activities" as disclosed on Form 8-K filed on 11/8/19, which adjusts for properties sold during 2019.
| (dollars in thousands) | 4Q 2019 | 1Q 2020 | 2Q 2020 | 3Q 2020 | Trailing Twelve Month ("TTM") |
|---|---|---|---|---|---|
| Net Operating Income ("NOI") | |||||
| Douglas Emmett Inc | \$ 166,635 |
\$ 172,330 |
\$ 138,639 |
\$ 138,718 |
\$ 616,322 |
| Kilroy Realty Corp. | 154,679 | 157,826 | 157,410 | 163,091 | 633,006 |
| Hudson Pacific Properties Inc | 136,096 | 131,717 | 126,048 | 121,176 | 515,037 |
| American Assets Trust Inc | 62,841 | 63,130 | 56,167 | 53,675 | 235,813 |
| General & Administrative Expense ("G&A") | |||||
| Douglas Emmett Inc ("DEI") | \$ 9,859 |
\$ 10,335 |
\$ 9,863 |
\$ 9,469 |
\$ 39,526 |
| Kilroy Realty Corp. ("KRC") | 22,365 | 19,010 | 18,897 | 18,572 | 78,844 |
| Hudson Pacific Properties Inc ("KRC") | 17,848 | 18,618 | 17,897 | 17,428 | 71,791 |
| American Assets Trust Inc ("AAT") | 6,376 | 6,820 | 6,679 | 6,438 | 26,313 |
| TTM G&A / TTM NOI |
| Douglas Emmett Inc ("DEI") | 6.4% |
|---|---|
| Kilroy Realty Corp. ("KRC") | 12.5% |
| Hudson Pacific Properties Inc ("KRC") | 13.9% |
| American Assets Trust Inc ("AAT") | 11.2% |
| Average | 11.0% |
Notes:
-
- The Nominating Stockholders believe that DEI, KRC, HHP and AAT are an appropriate peer group given DEI, KRC and HPP are West Coast office REITs and AAT is a West Coast diversified REIT with a heavy office component. All four own principally institutional grade properties, as does CMCT. None of the peer-group companies are externally advised as there are no public REITs with CMCT's asset composition (i.e. institutional grade, West Coast) that are externally advised. The Nominating Stockholders believe "General & Administrative Expense" at the peer group companies comprises substantially all non-property-level corporate expenses for these companies as all are internally managed, and none pay fees or reimburse expenses to an advisor.
-
- Source: Form 10-K, Form 10-Q, and quarterly supplement filings of peer-group companies. KRC 2Q G&A excludes \$19.7 million of severance charges.
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. )*
CIM Commercial Trust Corporation
(Name of Issuer)
Common Stock, \$0.001 par value (Title of Class of Securities)
125525584
(CUSIP Number)
Gregory Morillo
c/o Lionbridge Capital I, LP 600 Madison Avenue, 15th Floor New York, New York 10022 (212) 300-8003 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With a Copy to:
Robert E. Robotti Robotti & Company, Incorporated One Grand Central Place 60 East 42nd Street, Suite 3100 New York, NY 10165-0057 (212) 986-4800
January 8, 2021 (Date of Event Which Requires Filing This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f), or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | Name of Reporting Persons Lionbridge Capital I, LP* |
||||
|---|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐ |
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| 3. | SEC use only | ||||
| 4. | Source of Funds (see instructions) WC |
||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
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| 6. | Citizen or Place of Organization Delaware |
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| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially Owned By |
8. | Shared Voting Power 183,339 |
|||
| Each Reporting Person With |
9. | Sole Dispositive Power 0 |
|||
| 10. | Shared Dispositive Power 183,339 |
||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 183,339 |
||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐ |
||||
| 13. | Percent of Class Represented by amount in Row (11) 1.24% |
||||
| 14. | Type of Reporting Person PN |
||||
| 1. | Name of Reporting Persons Lionbridge Capital, LP* |
||||
|---|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐ |
||||
| 3. | SEC use only | ||||
| 4. | Source of Funds (see instructions) WC |
||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization Delaware |
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| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially Owned By |
Shared Voting Power 60,761 |
||||
| Each Reporting |
9. | Sole Dispositive Power 0 |
|||
| Person With | 10. | Shared Dispositive Power 60,761 |
|||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 60,761 |
||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐ |
||||
| 13. | Percent of Class Represented by amount in Row (11) Less than 1% |
||||
| 14. | Type of Reporting Person PN |
| 1. | Name of Reporting Persons Lionbridge Capital GP, LLC* |
||||
|---|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐ |
||||
| 3. | SEC use only | ||||
| 4. | Source of Funds (see instructions) WC |
||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization Delaware |
||||
| Number of Shares Beneficially Owned By Each Reporting |
7. | Sole Voting Power 0 |
|||
| 8. | Shared Voting Power 183,339 |
||||
| 9. | Sole Dispositive Power 0 |
||||
| Person With | 10. | Shared Dispositive Power 183,339 |
|||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 183,339 |
||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐ |
||||
| 13. | Percent of Class Represented by amount in Row (11) 1.24% |
||||
| 14. | Type of Reporting Person OO |
| 1. | Name of Reporting Persons Lionbridge GP, LLC* |
||||
|---|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐ |
||||
| 3. | SEC use only | ||||
| 4. | Source of Funds (see instructions) AF |
||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization Delaware |
||||
| Number of Shares Beneficially Owned By |
7. | Sole Voting Power 0 |
|||
| 8. | Shared Voting Power 60,761 |
||||
| Each Reporting |
9. | Sole Dispositive Power 0 |
|||
| Person With | 10. | Shared Dispositive Power 60,761 |
|||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 60,761 |
||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐ |
||||
| 13. | Percent of Class Represented by amount in Row (11) Less than 1% |
||||
| 14. | Type of Reporting Person OO |
| 1. | Name of Reporting Persons Lionbridge Asset Management, LLC* |
||||
|---|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐ |
||||
| 3. | SEC use only | ||||
| 4. | Source of Funds (see instructions) AF |
||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization Delaware |
||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially Owned By |
8. | Shared Voting Power 244,100 |
|||
| Each Reporting Person With |
9. | Sole Dispositive Power 0 |
|||
| 10. | Shared Dispositive Power 244,100 |
||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 244,100 |
||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐ |
||||
| 13. | Percent of Class Represented by amount in Row (11) 1.65% |
||||
| 14. | Type of Reporting Person OO |
| 1. | Name of Reporting Persons Gregory Morillo* |
||||
|---|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐ |
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| 3. | SEC use only | ||||
| 4. | Source of Funds (see instructions) AF |
||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization United States |
||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially Owned By |
8. | Shared Voting Power 244,100 |
|||
| Each Reporting |
9. | Sole Dispositive Power 0 |
|||
| Person With | 10. | Shared Dispositive Power 244,100 |
|||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 244,100 |
||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐ |
||||
| 13. | Percent of Class Represented by amount in Row (11) 1.65% |
||||
| 14. | Type of Reporting Person IN, HC |
| 1. | Name of Reporting Persons The Ravenswood Investment Company, L.P.* |
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|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐ |
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| 3. | SEC use only | |||
| 4. | Source of Funds (see instructions) WC |
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| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||
| 6. | Citizen or Place of Organization Delaware |
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| Number of | 7. | Sole Voting Power 0 |
||
| Shares Beneficially Owned By |
8. | Shared Voting Power 293,415 |
||
| Each Reporting |
9. | Sole Dispositive Power 0 |
||
| Person With | 10. | Shared Dispositive Power 293,415 |
||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 293,415 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐ |
|||
| 13. | Percent of Class Represented by amount in Row (11) 1.98% |
|||
| 14. | Type of Reporting Person PN |
| 1. | Name of Reporting Persons Ravenswood Investments III, L.P.* |
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|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐ |
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| 3. | SEC use only | |||
| 4. | Source of Funds (see instructions) WC |
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| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||
| 6. | Citizen or Place of Organization New York |
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| Number of | 7. | Sole Voting Power 0 |
||
| Shares Beneficially Owned By |
8. | Shared Voting Power 174,135 |
||
| Each Reporting |
9. | Sole Dispositive Power 0 |
||
| Person With | 10. | Shared Dispositive Power 174,135 |
||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 174,135 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐ |
|||
| 13. | Percent of Class Represented by amount in Row (11) 1.17% |
|||
| 14. | Type of Reporting Person PN |
| 1. | Name of Reporting Persons Ravenswood Management Company, L.L.C.* |
||
|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐ |
||
| 3. | SEC use only | ||
| 4. | Source of Funds (see instructions) AF |
||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||
| 6. | Citizen or Place of Organization New York |
||
| Number of | 7. | Sole Voting Power 0 |
|
| Shares Beneficially Owned By |
8. | Shared Voting Power 467,550 |
|
| Each Reporting |
9. | Sole Dispositive Power 0 |
|
| Person With | 10. | Shared Dispositive Power 467,550 |
|
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 467,550 |
||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐ |
||
| 13. | Percent of Class Represented by amount in Row (11) 3.15% |
||
| 14. | Type of Reporting Person HC |
| 1. | Name of Reporting Persons Robotti & Company Advisors, LLC* |
|||
|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐ |
|||
| 3. | SEC use only | |||
| 4. | Source of Funds (see instructions) WC |
|||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||
| 6. | Citizen or Place of Organization New York |
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| Number of | 7. | Sole Voting Power 0 |
||
| Shares Beneficially Owned By |
8. | Shared Voting Power 467,550 |
||
| Each Reporting |
9. | Sole Dispositive Power 0 |
||
| Person With | 10. | Shared Dispositive Power 467,550 |
||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 467,550 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐ |
|||
| 13. | Percent of Class Represented by amount in Row (11) 3.15% |
|||
| 14. | Type of Reporting Person IA, OO |
| 1. | Name of Reporting Persons Robotti Securities, LLC* |
||||
|---|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐ |
||||
| 3. | SEC use only | ||||
| 4. | Source of Funds (see instructions) WC |
||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization New York |
||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially Owned By |
8. | Shared Voting Power 0 |
|||
| Each Reporting |
9. | Sole Dispositive Power 0 |
|||
| Person With | 10. | Shared Dispositive Power 500 |
|||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 500 |
||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐ |
||||
| 13. | Percent of Class Represented by amount in Row (11) Less than 1% |
||||
| 14. | Type of Reporting Person BD, OO |
| 1. | Name of Reporting Persons Robotti & Company, Incorporated* |
||||
|---|---|---|---|---|---|
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐ |
||||
| 3. | SEC use only | ||||
| 4. | Source of Funds (see instructions) WC |
||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization New York |
||||
| Number of | 7. | Sole Voting Power 0 |
|||
| Shares Beneficially Owned By |
8. | Shared Voting Power 467,550 |
|||
| Each Reporting |
9. | Sole Dispositive Power 0 |
|||
| Person With | 10. | Shared Dispositive Power 468,050 |
|||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 468,050 |
||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ☐ |
||||
| 13. | Percent of Class Represented by amount in Row (11) 3.16% |
||||
| 14. | Type of Reporting Person HC, OO |
| Name of Reporting Persons | ||||
|---|---|---|---|---|
| 1. | ||||
| Robert E. Robotti* | ||||
| 2. | Check the appropriate box if a member of a group (see instructions) | |||
| (a) ☒ (b) ☐ |
||||
| 3. | SEC use only | |||
| 4. | Source of Funds (see instructions) | |||
| AF | ||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||
| 6. | Citizen or Place of Organization | |||
| United States | ||||
| 7. | Sole Voting Power | |||
| Number of | 0 | |||
| Shares | ||||
| Beneficially Owned By |
8. | Shared Voting Power | ||
| Each | 467,550 | |||
| Reporting Person With |
Sole Dispositive Power | |||
| 9. | ||||
| 0 | ||||
| 10. | Shared Dispositive Power | |||
| 468,050 | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 468,050 | ||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||
| ☐ | ||||
| 13. | Percent of Class Represented by amount in Row (11) | |||
| 3.16% | ||||
| 14. | Type of Reporting Person | |||
| IN, HC |
| 1. | Name of Reporting Persons | ||||
|---|---|---|---|---|---|
| Kenneth R. Wasiak Sr. | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) | ||||
| (a) ☒ (b) ☐ |
|||||
| 3. | SEC use only | ||||
| 4. | Source of Funds (see instructions) | ||||
| AF | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
||||
| 6. | Citizen or Place of Organization | ||||
| United States | |||||
| 7. | Sole Voting Power | ||||
| Number of Shares |
0 | ||||
| Beneficially | 8. | Shared Voting Power | |||
| Owned By Each Reporting |
467,550 | ||||
| Person With | 9. | Sole Dispositive Power | |||
| 0 | |||||
| 10. | Shared Dispositive Power | ||||
| 467,550 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
| 467,550 | |||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | ||||
| ☐ | |||||
| 13. | Percent of Class Represented by amount in Row (11) | ||||
| 3.15% | |||||
| 14. | Type of Reporting Person | ||||
| IN, HC |
| 1. | Name of Reporting Persons | |||
|---|---|---|---|---|
| Thomas D. Ferguson* | ||||
| 2. | Check the appropriate box if a member of a group (see instructions) | |||
| (a) ☒ (b) ☐ |
||||
| 3. | SEC use only | |||
| 4. | Source of Funds (see instructions) | |||
| OO | ||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||
| 6. | Citizen or Place of Organization | |||
| United States | ||||
| 7. | Sole Voting Power | |||
| Number of Shares |
0 | |||
| Beneficially | 8. | Shared Voting Power | ||
| Owned By Each Reporting |
0 | |||
| Person With | 9. | Sole Dispositive Power | ||
| 0 | ||||
| 10. | Shared Dispositive Power | |||
| 0 | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 0 | ||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||
| ☐ | ||||
| 13. | Percent of Class Represented by amount in Row (11) | |||
| 0% | ||||
| 14. | Type of Reporting Person | |||
| IN | ||||
| 1. | Name of Reporting Persons | |||
|---|---|---|---|---|
| Mark C. Gelnaw* | ||||
| 2. | Check the appropriate box if a member of a group (see instructions) | |||
| (a) ☒ (b) ☐ |
||||
| 3. | SEC use only | |||
| 4. | Source of Funds (see instructions) | |||
| OO | ||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||
| 6. | Citizen or Place of Organization | |||
| United States | ||||
| 7. | Sole Voting Power | |||
| Number of Shares |
0 | |||
| Beneficially | 8. | Shared Voting Power | ||
| Owned By Each Reporting |
0 | |||
| Person With | 9. | Sole Dispositive Power | ||
| 0 | ||||
| 10. | Shared Dispositive Power | |||
| 0 | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 0 | ||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||
| ☐ | ||||
| 13. | Percent of Class Represented by amount in Row (11) | |||
| 0% | ||||
| 14. | Type of Reporting Person | |||
| IN | ||||
| 1. | Name of Reporting Persons | |||
|---|---|---|---|---|
| Raymond V. Marino II* | ||||
| 2. | Check the appropriate box if a member of a group (see instructions) | |||
| (a) ☒ (b) ☐ |
||||
| 3. | SEC use only | |||
| 4. | Source of Funds (see instructions) | |||
| OO | ||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||
| 6. | Citizen or Place of Organization | |||
| United States | ||||
| 7. | Sole Voting Power | |||
| Number of Shares |
0 | |||
| Beneficially Owned By |
8. | Shared Voting Power | ||
| Each Reporting |
0 | |||
| Person With | 9. | Sole Dispositive Power | ||
| 0 | ||||
| 10. | Shared Dispositive Power | |||
| 0 | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 0 | ||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||
| ☐ | ||||
| 13. | Percent of Class Represented by amount in Row (11) | |||
| 0% | ||||
| 14. | Type of Reporting Person | |||
| IN |
| 1. | Name of Reporting Persons | |||
|---|---|---|---|---|
| John S. Moran* | ||||
| 2. | Check the appropriate box if a member of a group (see instructions) | |||
| (a) ☒ (b) ☐ |
||||
| 3. | SEC use only | |||
| 4. | Source of Funds (see instructions) | |||
| PF, OO | ||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ____ |
|||
| 6. | Citizen or Place of Organization | |||
| United States | ||||
| 7. | Sole Voting Power | |||
| Number of Shares |
30,909 | |||
| Beneficially | Shared Voting Power | |||
| Owned By Each Reporting |
0 | |||
| Person With | Sole Dispositive Power | |||
| 30,909 | ||||
| 10. | Shared Dispositive Power | |||
| 0 | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 30,909 | ||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | |||
| ☐ | ||||
| 13. | Percent of Class Represented by amount in Row (11) | |||
| Less than 1% | ||||
| 14. | Type of Reporting Person | |||
| IN |
| 1. | Name of Reporting Persons | ||||
|---|---|---|---|---|---|
| James O'Leary* | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) | ||||
| (a) ☒ (b) ☐ |
|||||
| 3. | SEC use only | ||||
| 4. | Source of Funds (see instructions) | ||||
| OO | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) X |
||||
| 6. | Citizen or Place of Organization | ||||
| United States | |||||
| 7. | Sole Voting Power | ||||
| Number of | 0 | ||||
| Shares | 8. | Shared Voting Power | |||
| Beneficially Owned By |
|||||
| Each Reporting |
0 | ||||
| Person With | Sole Dispositive Power | ||||
| 0 | |||||
| 10. | Shared Dispositive Power | ||||
| 0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
| 0 | |||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | ||||
| ☐ | |||||
| 13. | Percent of Class Represented by amount in Row (11) | ||||
| 0% | |||||
| 14. | Type of Reporting Person | ||||
| IN | |||||
| Item 1. | Security and Issuer | |
|---|---|---|
| This Schedule 13D relates to the issued and outstanding shares of common stock, \$0.001 par value per share (the "Shares"), of CIM Commercial Trust Corporation, a Maryland corporation (the "Issuer"). The principal executive offices of the Issuer are located at 17950 Preston Road, Suite 600, Dallas, Texas 75252. |
||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is filed by: | |
| (i) | Lionbridge Capital I, LP, a Delaware limited partnership ("Lionbridge Capital I"), with respect to the Shares directly and beneficially owned by it; |
|
| (ii) | Lionbridge Capital, LP, a Delaware limited partnership ("Lionbridge Capital"), with respect to the Shares directly and beneficially owned by it; |
|
| (iii) | Lionbridge Capital GP, LLC, a Delaware limited liability company ("Lionbridge Capital GP"), which serves as the general partner of Lionbridge Capital I; |
|
| (iv) | Lionbridge GP, LLC, a Delaware limited liability company ("Lionbridge GP"), which serves as the general partner of Lionbridge Capital; |
|
| (v) | Lionbridge Asset Management, LLC, a Delaware limited liability company ("Lionbridge Asset Management"), which serves as the asset manager of each of Lionbridge Capital I and Lionbridge Capital; |
|
| (vi) | Gregory Morillo is the controlling managing member of each of Lionbridge GP, Lionbridge Capital GP and Lionbridge Asset Management, and as a nominee for the Board of Directors of the Issuer (the "Board"); |
|
| (vii) | The Ravenswood Investment Company, L.P., a Delaware limited partnership ("Ravenswood I"), with respect to the Shares directly and beneficially owned by it; |
|
| (viii) | Ravenswood Investments III, L.P., a New York limited partnership ("Ravenswood III"), with respect to the Shares directly and beneficially owned by it; |
|
| (ix) | Ravenswood Management Company, L.L.C., a New York limited liability company ("Ravenswood Management Company"), which serves as the general partner of each of Ravenswood I and Ravenswood III; |
|
| (x) | Robotti & Company Advisors, LLC, a New York limited liability company ("Robotti Advisors"), which serves as the investment adviser to Ravenswood I and Ravenswood III; |
|
| (xi) | Robotti Securities, LLC, a New York limited liability company ("Robotti Securities"), which is a registered broker dealer and manages a discretionary account for a customer which contains Shares as identified herein; |
|
| (xii) | Robotti & Company, Incorporated, a New York corporation ("Robotti Incorporated"), is the parent company to Robotti Advisors and Robotti Securities; |
|
| (xiii) | Robert E. Robotti is the President and Treasurer of Robotti Incorporated, a managing member of Ravenswood Management Company, the President of Robotti Advisors and Robotti Securities and an individual person who controls Robotti Incorporated; |
- (xiv) Kenneth R. Wasiak Sr. is a managing member of Ravenswood Management Company and a board member of Robotti Incorporated;
- (xv) Thomas D. Ferguson is a nominee for the Board;
- (xvi) Mark C. Gelnaw is a nominee for the Board;
- (xvii) Raymond V. Marino II is a nominee for the Board;
- (xviii) John S. Moran is a nominee for the Board and with respect to the Shares directly and beneficially owned by him; and
- (xix) James O'Leary is a nominee for the Board.
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." The Reporting Persons have entered into certain agreements, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of Lionbridge Capital I, Lionbridge Capital, Lionbridge Capital GP, Lionbridge GP, Lionbridge Asset Management and Mr. Morillo is 600 Madison Avenue, 15th Floor, New York, New York 10022. The address of the principal office of each of Ravenswood I, Ravenswood III, Ravenswood Management Company, Robotti Advisors, Robotti Securities and Robotti Incorporated and Mr. Robotti is c/o Robotti & Company, Incorporated, One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, New York 10165. The address of the principal office of Mr. Wasiak Sr. is 104 Gloucester Road, Massapequa, New York 11758. The address of the principal office of Mr. Ferguson is c/o 511 Partners, LLC, 3889 Maple Ave, Suite 350, Dallas, Texas 75219. The address of the principal office of Mr. Gelnaw is 19100 SE County Line Rd, Tequesta, Florida 33469. The address of the principal office of Mr. Marino is 1600 West Hillsdale Blvd., Suite 204, San Mateo, California 94402. The address of the principal office of Mr. Moran is c/o Robotti Securities LLC, One Grand Central Plaza, 60 East 42nd Street, Suite 3100, New York, New York 10165. The address of the principal office of Mr. O'Leary is 1355 Lake Park Drive, Birmingham, Michigan 48009.
(c) The principal business of each of Lionbridge Capital I, Lionbridge Capital is operating as private investment partnerships to invest in securities. The principal business of Ravenswood I and Ravenswood III is acting as private investment partnerships engaged in the purchase and sale of securities for their own accounts. Ravenswood I and Ravenswood III are also advisory clients of Robotti Advisors.
The principal business of Lionbridge Capital GP is serving as the general partner of Lionbridge Capital I. The principal business of Lionbridge GP is serving as the general partner of Lionbridge Capital. The principal business of Lionbridge Asset Management is serving as the asset manager for each of Lionbridge Capital I and Lionbridge Capital.
The principal business of Ravenswood Management Company is serving as the general partner of each of Ravenswood I and Ravenswood III. The principal business of Robotti Advisors is serving as an investment adviser. The principal business of Robotti Securities is serving as a registered broker dealer. The principal business of Robotti Incorporated is serving as the parent holding company of Robotti Advisors and Robotti Securities. The principal occupation of Mr. Robotti is serving as President and Treasurer of Robotti Incorporated and as an investment advisory professional and general partner of Ravenswood Management Company and Robotti Securities. Mr. Wasiak Sr. is retired.
The principal occupation of Mr. Morillo is serving as the controlling managing member of each of Lionbridge GP, Lionbridge Capital GP and Lionbridge Asset Management. The principal occupation of Mr. Ferguson is serving as an independent real estate investment professional. The principal occupation of Mr. Gelnaw is serving as an independent real estate and investment professional. The principal occupation of Mr. Marino is serving as an independent real estate professional. The principal occupation of Mr. Moran is serving as an investment analyst for Robotti Securities. The principal occupation of Mr. O'Leary is serving on the board of directors of a publicly traded company.
(d) No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, nor any person listed on Schedule A, annexed hereto, has during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of the Reporting Persons who are individual persons are citizens of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration | |
|---|---|---|
| --------- | -- | --------------------------------------------------- |
The Shares purchased by Lionbridge Capital I and Lionbridge Capital were purchased with working capital in open market purchases as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price of the 183,339 Shares beneficially owned by Lionbridge Capital I is approximately \$2,174,915, including brokerage commissions. The aggregate purchase price of the 60,761 Shares beneficially owned by Lionbridge Capital is approximately \$644,302, including brokerage commissions.
The Shares purchased by Ravenswood I and Ravenswood III were purchased with working capital in open market purchases as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price of the 293,415 Shares beneficially owned by Ravenswood I is approximately \$3,213,601, including brokerage commissions. The aggregate purchase price of the 174,135 Shares beneficially owned by Ravenswood III is approximately \$1,877,407, including brokerage commissions.
The Shares purchased by John S. Moran were purchased with personal funds in open market purchases as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price of the 30,909 Shares beneficially owned by Mr. Moran is approximately \$348,807, including brokerage commissions.
The aggregate purchase price of 500 Shares deemed beneficially owned by Robotti Securities is approximately \$7,576 (including brokerage fees and expenses) and were paid for using the personal funds of a discretionary brokerage customer of Robotti Securities.
| Item 4. |
|---|
| --------- |
On January 8, 2021, the Reporting Persons crossed the reporting threshold for filing this Schedule 13D when they acquired, in a series of open
market purchases, more than 5% of all Shares issued and outstanding. The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions and other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
On January 13, 2021, Lionbridge Capital and Robotti Advisors issued a press release announcing the nomination of six highly qualified independent candidates for election to the Board at the Issuer's 2021 annual meeting of stockholders and including a link to the text of a letter that Lionbridge Capital I and Ravenswood I sent to the Board Of Directors of the Issuer at that time. The letter to the Issuer, among other things, expressed certain of the Reporting Persons' concerns as well as highlighted potential opportunities for the Issuer to maximize stockholder value. The Reporting Persons expressed their concerns that the Board may be favoring the interests of the Issuer's external operator and administrative services provider to the detriment of the Issuer's stockholders. As indicated in the letter, the Reporting Persons anticipate that a newly constituted board of directors of the Issuer would undertake a strategic review of the Issuer exploring all options, including but not limited to one or more potential transactions that reflect the Issuer's underlying value. The full text of the press release and the letter is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
On December 11, 2020, Lionbridge Capital I and Ravenswood I delivered a letter to the Issuer (the "Nomination Letter") nominating a slate of six highly qualified director candidates, including Thomas D. Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran, Greg Morillo and James O'Leary (collectively, the "Nominees"), for election to the Board at the Issuer's 2021 annual meeting of stockholders. The Nomination Letter initially nominated seven individuals however one of those individuals has since withdrawn. As evidenced by their detailed biographies below, the Nominees have backgrounds spanning real estate, operations, finance, investing, strategic transformation, and public company governance.
Thomas D. Ferguson, 66, is a commercial real estate investment professional with extensive experience in the investment, management, construction, sales, and financing of all major types of commercial real estate projects including office, hotel, multifamily, senior living, student housing, and golf related investments. Mr. Ferguson is currently the Managing Member of 511 Partners, LLC, a private company he founded that provides real estate consulting services to financial institutions concerning public and private real estate related investments. He also serves on the Special Committee for Intelsat Envision Holdings, Inc. From 2003 to 2019, Mr. Ferguson worked in the Merchant Banking division of Goldman Sachs & Co. While at Goldman Sachs, Mr. Ferguson served a secondment as the Chief Executive Officer of American Golf, a portfolio company of Goldman Sachs. From 1983 to 1997, Mr. Ferguson worked for Paragon, a private real estate development and management company headquartered in Dallas, where he was directly involved the company's IPO in 1994 as Chief Financial Officer up until its merger with Camden Property Trust in 1997. The Nominating Stockholders believe that Mr. Ferguson's extensive real estate investment and management experience together with his senior level experience working at a large investment firm will make him a valuable addition to the Board.
Mark C. Gelnaw, 63, is a senior investment executive with significant experience leading, developing, and managing new businesses within various types of financial services environments. Mr. Gelnaw is currently the Managing Partner of Breakwater Ventures, LLC, a New York and Florida based company he founded in 2006 to develop, invest in, and manage a set of diverse business opportunities relating to real estate, energy services, medical devices, diagnostic equipment, and emerging companies. From 2000 to 2005, Mr. Gelnaw served in various senior management roles at Deutsche Bank in New York, where, among other roles, he was responsible for the development of the global real estate business by altering the strategic direction to a third-party business. From 1997 to 2000, Mr. Gelnaw was a Managing Director in the Equities Division of the London branch of Deutsche Bank Securities, Inc., where he served on the firm's Global Equity Management Committee. From 1986 to 1996, Mr. Gelnaw served in various senior roles at Deutsche Bank, Lehman Brothers, Inc., and Salomon, Inc. Mr. Gelnaw received a bachelor's degree in Accounting from Georgetown University and is a Certified Public Accountant. The Nominating Stockholders believe that Mr. Gelnaw's accounting background and his extensive investment management experience both at large public financial institutions and more recently through his own private company will make him a valuable addition to the Board.
Raymond V. Marino II, 62, has served in several senior executive positions with two publicly traded real estate investment trusts. From 2001 to 2012, he was a member of the Board of Directors, President and Chief Operating Officer of Mission West Properties, Inc., which developed, owned, and managed significant office and research and development space in the Silicon Valley of the San Francisco Bay area. From 1996 to 2000, Mr. Marino was the President and CEO and a member of the Board of Directors of Pacific Gateway Properties, Inc., which developed and owned a diverse portfolio of suburban and central business district multitenant office, multifamily, industrial, hospitality, retail, and mixed-use properties in five states. Mr. Marino served as Chief Financial Officer and Chief Operating Officer of the company from 1992 to 1996. Early in his career, Mr. Marino worked for four years at Coopers & Lybrand (now PriceWaterhouseCoopers LLP), and he held several other senior financial management positions with public and private companies. Mr. Marino is a graduate of Golden Gate University, where he obtained an M.S. degree, and of Santa Clara University, where he obtained a B.S. degree. The Nominating Stockholders believe that Mr. Marino's senior management roles in two publicly traded real estate investment trusts will make him a valuable addition to the Board.
John S. Moran, 59, has approximately 35 years of experience working in publicly traded real estate securities as a securities analyst, intuitional portfolio manager, investment manager and investor. Since 2018, Mr. Moran has worked as an Investment Analyst for Robotti Securities, LLC, a broker-dealer registered with the U.S. Securities and Exchange Commission. From 2015 to 2018, Mr. Moran was a Vice President at JP Morgan Securities. Mr. Moran has also served in various senior financial analyst and investment management roles at several financial institutions including Morgan Stanley, Kidder Peabody, A.G. Edwards & Sons, Ingalls & Snyder, and PRA Securities Advisors, which is now a subsidiary of Heitman Capital Management, where he served as a portfolio manager for one of the first dedicated institutional mutual funds for investing in real estate investment trusts. Mr. Moran holds a B.S. in Business Administration – Finance and Banking from the University of Missouri. He is a Chartered Financial Analyst (CFA) and also holds the FINRA Series 7 and 63 licenses with Robotti Securities, LLC. The Nominating Stockholders believe that Mr. Moran's substantial investment analyst experience, especially in the area of real estate investment trusts, will make him a valuable addition to the Board.
Gregory Morillo, 35, is an independent investment management and real estate industry professional with significant experience investing in direct real estate as well as publicly traded real estate and real estate related securities. Mr. Morillo founded Lionbridge Capital LP in 2018, a value-oriented investment company that invests in REITs and real estate related companies. Prior to founding Lionbridge, from 2015 to 2018, Mr. Morillo was an Analyst at Kingstown Capital LP, a value-oriented investment partnership that focuses on special situation securities across the capital structure. Previously, Mr. Morillo worked at Talisman Group, LLC and Wesley Capital Management, LLC, where he was responsible for real estate related investments. Mr. Morillo received his B.S. in Economics from the Wharton School at the University of Pennsylvania in 2008. The Nominating Stockholders believe that Mr. Morillo will be a valuable addition to the Board because of his extensive real estate investment and management experience, together with his familiarity with the capital markets and institutional investors.
James O'Leary, 57, served as Chairman of the Board of Directors of BMC Stock Holdings, Inc., since 2015 until its merger with Builders FirstSource, which was consummated in January 2021. Mr. O'Leary now serves as a director of Builders FirstSource. Mr. O'Leary recently served as Chairman and Chief Executive Officer of WireCo WorldGroup, Inc., the world's leading supplier of steel and synthetic rope and electromechanical cable, from January 2017 until his retirement from that company in July 2019. He has served as Chairman and Senior Advisor to Kinematics Manufacturing Corp., a leading global supplier of slewing drive systems, since 2015, and as a member of Madison Dearborn Partners' Basic Industries' Advisory Group since 2014. He previously served as Chairman and Chief Executive Officer of Kaydon Corporation, Inc., a leading manufacturer of highly engineered industrial products, from 2007 until its sale in 2014, and was an independent director of that company from 2005 until 2007. He is a member of the Committee on Development and Alumni Relations & Government and Community Relations for Pace University. Mr. O'Leary holds a B.B.A. from Pace University and an M.B.A. from the Wharton School of the University of Pennsylvania. The Nominating Stockholder believe that Mr. O'Leary's experience in senior management of large manufacturing and highly engineered industrial products businesses will make him a valuable addition to the Board.
Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares, selling some or all of their Shares, or changing their intention with respect to any and all matters referred to in Item 4.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above.
Item 5. Interest in Securities of the Issuer.
The aggregate percentage of Shares reported owned by each person named herein is based upon 14,827,410 Shares outstanding as of September 30, 2020, which is the total number of Shares reported outstanding in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on November 9, 2020.
- A. Lionbridge Capital I
- (a) As of the close of business on the date hereof, Lionbridge Capital I directly owned 183,339 Shares. Percentage: 1.24%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 183,339
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 183,339
-
- (c) The transactions in securities of the Issuer by Lionbridge Capital I during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
B. Lionbridge Capital
- (a) As of the close of business on the date hereof, Lionbridge Capital directly owned 60,761 Shares. Percentage: Less than 1%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 60,761
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 60,761
-
- (c) The transactions in securities of the Issuer by Lionbridge Capital during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
C. Lionbridge Capital GP
(a) Lionbridge Capital GP is the general partner of Lionbridge Capital I and may be deemed the beneficial owner of the 183,339 Shares owned by Lionbridge Capital I. Percentage: 1.24%
| (b) 1. Sole power to vote or direct vote: 0 | ||||||
|---|---|---|---|---|---|---|
| -- | --------------------------------------------- | -- | -- | -- | -- | -- |
-
- Shared power to vote or direct vote: 183,339
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 183,339
- (c) Lionbridge Capital GP has not entered into any transactions in securities of the Issuer during the past 60 days. The transactions in securities of the Issuer on behalf of Lionbridge Capital I during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
D. Lionbridge GP
- (a) Lionbridge GP is the general partner of Lionbridge Capital and may be deemed the beneficial owner of the 60,761 Shares owned by Lionbridge Capital.
- Percentage: Less than 1%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 60,761
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 60,761
-
- (c) Lionbridge GP has not entered into any transactions in securities of the Issuer during the past 60 days. The transactions in securities of the Issuer on behalf of Lionbridge Capital during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
- E. Lionbridge Asset Management
- (a) Lionbridge Asset Management is the investment manager of both Lionbridge Capital I and Lionbridge Capital and may be deemed the beneficial owner of the 183,339 Shares owned by Lionbridge Capital I together with the 60,761 Shares owned by Lionbridge Capital.
- Percentage: 1.65%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 244,100
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 244,100
-
- (c) Lionbridge Asset Management has not entered into any transactions in securities of the Issuer during the past 60 days. The transactions in securities of the Issuer on behalf of each of Lionbridge Capital I and Lionbridge Capital during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
- (a) Lionbridge Asset Management is the investment manager of both Lionbridge Capital I and Lionbridge Capital and may be deemed the beneficial owner of the 183,339 Shares owned by Lionbridge Capital I together with the 60,761 Shares owned by Lionbridge Capital.
- F. Mr. Morillo
- (a) Mr. Morillo is an individual person who controls Lionbridge Capital GP, Lionbridge GP and Lionbridge Asset Management as the controlling managing member, and may be deemed the beneficial owner of the 183,339 Shares owned by Lionbridge Capital I together with the 60,761 Shares owned by Lionbridge Capital. Percentage: 1.65%
| (b) 1. Sole power to vote or direct vote: 0 | |
|---|---|
| --------------------------------------------- | -- |
-
- Shared power to vote or direct vote: 244,100
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 244,100
- (c) Mr. Morillo has not entered into any transactions in securities of the Issuer during the past 60 days. The transactions in securities of the Issuer on behalf of each of Lionbridge Capital I and Lionbridge Capital during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
G. Ravenswood I
- (a) As of the close of business on the date hereof, Ravenswood I directly owned 293,415 Shares. Percentage: 1.98%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 293,415
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 293,415
-
- (c) The transactions in securities of the Issuer by Ravenswood I during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
- H. Ravenswood III
- (a) As of the close of business on the date hereof, Ravenswood III directly owned 174,135 Shares. Percentage: 1.17%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 174,135
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 174,135
-
- (c) The transactions in securities of the Issuer by Ravenswood III during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
-
I. Ravenswood Management Company
- (a) Ravenswood Management Company is the general partner of both Ravenswood I and Ravenswood III and may be deemed the beneficial owner of, the 293,415 Shares owned by Ravenswood I and the 174,135 Shares owned by Ravenswood III. Percentage: 3.15%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 467,550
-
-
Sole power to dispose or direct the disposition: 0
-
Shared power to dispose or direct the disposition: 467,550
-
(c) Ravenswood Management Company has not entered into any transactions in securities of the Issuer during the past 60 days. The transactions in securities of the Issuer on behalf of each of Ravenswood I and Ravenswood III during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
- J. Robotti Advisors
- (a) Robotti Advisors is the investment manager of both Ravenswood I and Ravenswood III and may be deemed the beneficial owner of the 293,415 Shares held by Ravenswood I and the 174,135 Shares held by Ravenswood III. Percentage: 3.15%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 467,550
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 467,550
-
- (c) Robotti Advisors has not entered into any transactions in securities of the Issuer during the past 60 days. The transactions in securities of the Issuer on behalf of each of Ravenswood I and Ravenswood III during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
- K. Robotti Securities
- (a) Robotti Securities does not hold any Shares directly but may be deemed the beneficial owner of the 500 Shares held in a discretionary account managed by Robotti Securities.
- Percentage: Less than 1% (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 500
-
- (c) Robotti Securities has not entered into any transactions in securities of the Issuer during the past 60 days.
L. Robotti Incorporated
- (a) Robotti Incorporated is the owner of both Robotti Advisors and Robotti Securities and may be deemed the beneficial owner of the 467,550 Shares beneficially owned by Robotti Advisors and the 500 Shares held by a discretionary account customer of Robotti Securities.
- Percentage: 3.16%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 467,550
-
- Sole power to dispose or direct the disposition: 0
-
-
- Shared power to dispose or direct the disposition: 468,050
- (c) Neither Robotti Incorporated, Ravenswood I nor Ravenswood III have entered into any transactions in securities of the Issuer during the past 60 days.
- M. Mr. Robotti
- (a) Mr. Robotti is a managing member of Ravenswood Management Company and may be deemed the beneficial owner of the 293,415 Shares owned by Ravenswood I together with the 174,135 Shares owned by Ravenswood III. Mr. Robotti may also be deemed the beneficial owner of 500 Shares held in a discretionary account managed by Robotti Securities. Percentage: 3.16%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 467,550
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 468,050
-
- (c) Mr. Robotti has not entered into any transactions in securities of the Issuer during the past 60 days. The transactions in securities of the Issuer on behalf of each of Ravenswood I and Ravenswood III during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
- N. Mr. Wasiak Sr.
- (a) Mr. Wasiak Sr. is a managing member of Ravenswood Management Company and may be deemed the beneficial owner of the 293,415 Shares owned by Ravenswood I together with the 174,135 Shares owned by Ravenswood III. Percentage: 3.15%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 467,550
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 467,550
-
- (c) Mr. Wasiak Sr. has not entered into any transactions in securities of the Issuer during the past 60 days. The transactions in securities of the Issuer on behalf of each of Ravenswood I and Ravenswood III during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
O. Mr. Ferguson
- (a) As of the date hereof, Mr. Ferguson did not beneficially own any Shares.
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 0
-
- (c) Not applicable.
| P. | Mr. Gelnaw |
|---|---|
| (a) As of the date hereof, Mr. Gelnaw did not beneficially own any Shares. | |
| (b) 1. Sole power to vote or direct vote: 0 | |
| 2. Shared power to vote or direct vote: 0 | |
| 3. Sole power to dispose or direct the disposition: 0 | |
| 4. Shared power to dispose or direct the disposition: 0 | |
| (c) Not applicable. | |
| Q. | Mr. Marino |
| (a) As of the date hereof, Mr. Marino did not beneficially own any Shares. | |
| (b) 1. Sole power to vote or direct vote: 0 | |
| 2. Shared power to vote or direct vote: 0 | |
| 3. Sole power to dispose or direct the disposition: 0 | |
| 4. Shared power to dispose or direct the disposition: 0 | |
| (c) Not applicable. | |
| R. | Mr. Moran |
| (a) Mr. Moran, an individual person, may be deemed to own 30,909 Shares for which he is the direct beneficial owner of such Shares. |
|
| Percentage: Less than 1% | |
| (b) 1. Sole power to vote or direct vote: 30,909 | |
| 2. Shared power to vote or direct vote: 0 | |
| 3. Sole power to dispose or direct the disposition: 30,909 | |
| 4. Shared power to dispose or direct the disposition: 0 | |
| (c) Except as set forth in Schedule B, Mr. Moran has not entered into any transactions in securities of the Issuer during the past 60 | |
| days. | |
| S. | Mr. O'Leary |
| (a) As of the date hereof, Mr. O'Leary did not beneficially own any Shares. | |
| (b) 1. Sole power to vote or direct vote: 0 | |
| 2. Shared power to vote or direct vote: 0 | |
| 3. Sole power to dispose or direct the disposition: 0 | |
| 4. Shared power to dispose or direct the disposition: 0 | |
| (c) Not applicable. | |
| As of the close of business on January 8, 2021, the Reporting Persons collectively beneficially owned an aggregate of 743,059 Shares, | |
| constituting 5.01% of the Shares outstanding. | |
The voting and disposition rights to the 183,339 Shares directly owned by Lionbridge Capital I may be deemed to be shared by Lionbridge Capital I with Lionbridge Capital GP, Lionbridge Asset Management and Mr. Morillo. The voting and disposition rights to the 60,761 Shares directly owned by Lionbridge Capital may be deemed to be shared by Lionbridge Capital with Lionbridge GP, Lionbridge Asset Management and Mr. Morillo.
The voting and disposition rights to the 293,415 Shares directly owned by Ravenswood I may be deemed to be shared by Ravenswood I with Ravenswood Management Company, Robotti Advisors, Robotti Incorporated, Mr. Robotti and Mr. Wasiak Sr. The voting and disposition rights to the 174,135 Shares directly owned by Ravenswood III may be deemed to be shared by Ravenswood III with Ravenswood Management Company, Robotti Advisors, Robotti Incorporated, Mr. Robotti and Mr. Wasiak Sr.
The disposition rights to 500 Shares held in a discretionary customer account of Robotti Securities may be deemed to be shared among Robotti Securities, Robotti Incorporated and Mr. Robotti.
Each of the Reporting Persons, as a member of a "group" with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein in which such person does not own a direct pecuniary interest.
- (d) With the exception of a discretionary account customer of Robotti Securities who has the right to receive dividends from, and the proceeds from the sale of, 500 Shares held in a discretionary account managed by Robotti Securities, no person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
- (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Lionbridge Capital and Robotti Advisors have entered into an agreement, dated November 20, 2020 (the "Coordination Agreement"), pursuant to which they have agreed, among other things, to coordinate efforts and share certain expenses in connection with the nomination of the Nominees, the conduct of any proxy contest and solicitation of proxies involving the Issuer, and the purchases and sales of Shares. The Coordination Agreement is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Each of the Reporting Persons is a party to a Joint Filing and Solicitation Agreement, dated as of December 31, 2020 (the "Joint Filing Agreement"), pursuant to which, among other things, the Reporting Persons agreed to (a) the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer and (b) solicit proxies for the election of the Nominees at the 2021 Annual Meeting. The Joint Filing Agreement is filed herewith as Exhibit 99.2 and incorporated herein by reference.
Lionbridge Capital and Robotti Advisors have entered into letter agreements pursuant to which they and their affiliates agreed to indemnify the Nominees against claims arising from the solicitation of proxies from the Issuer's stockholders and any related transactions. A form of the indemnification letter agreement is attached hereto as Exhibit 99.4 and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits |
|---|---|
| Exhibit 99.1 Agreement, dated as of November 20, 2020, by and between Lionbridge Capital and Robotti Advisors | |
| Exhibit 99.2 Joint Filing and Solicitation Agreement, dated as of December 31, 2020, by and among each of the Reporting Persons | |
| Exhibit 99.3 Press Release, dated January 13, 2021, and text of referenced letter to the Issuer, dated January 13, 2021 | |
| Exhibit 99.4 Form of Indemnification Letter Agreement |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: January 13, 2021
By: Lionbridge Capital GP, LLC, its General Partner By: /s/ Robert E. Robotti
Name: Gregory Morillo
Lionbridge Capital, LP By: Lionbridge GP, LLC, its By: /s/ Robert E. Robotti General Partner Name: Robert E. Robotti
By: /s/ Gregory Morillo Name: Gregory Morillo Ravenswood Investments III, L.P.
Lionbridge Capital GP, LLC By: /s/ Robert E. Robotti
By: /s/ Gregory Morillo Title: Managing Member Name: Gregory Morillo Title: Managing Member
Name: Gregory Morillo
Lionbridge Asset Management, LLC By: /s/ Robert E. Robotti
Name: Gregory Morillo
Lionbridge Capital I, LP Ravenswood Management Company, L.L.C.
Name: Robert E. Robotti By: /s/ Gregory Morillo Title: President and Treasurer
Title: Managing Member The Ravenswood Investment Company, L.P. By: Ravenswood Management Company, L.L.C., its General Partner
Title: Managing Member
Title: Managing Member By: Ravenswood Management Company, L.L.C., its General Partner
Name: Robert E. Robotti
Robotti & Company Advisors, LLC
Lionbridge GP, LLC By: /s/ Robert E. Robotti Name: Robert E. Robotti By: /s/ Gregory Morillo Title: President and Treasurer
Title: Managing Member Robotti Securities, LLC
Name: Robert E. Robotti Title: President and Treasurer
By: /s/ Gregory Morillo Robotti & Company, Incorporated
Title: Managing Member By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: President and Treasurer
I n d i v i d u a l s :
| G r e g o r y M o r i l l o |
||
|---|---|---|
| / s / R o b e r t E. R o b o t t i |
||
| R o b e r t E. R o b o t t i |
||
| / s / K e n n e t h R. Wa s i a k S r. |
||
| Kenneth R. Wasiak Sr. | ||
| /s/ Thomas D. Ferguson | ||
| Thomas D. Ferguson | ||
| /s/ Mark C. Gelnaw | ||
| Mark C. Gelnaw | ||
| /s/ Raymond V. Marino II | ||
| Raymond V. Marino II | ||
| /s/ John S. Moran | ||
| John S. Moran | ||
| /s/ James O'Leary | ||
| James O'Leary |
SCHEDULE A
Directors and Officers of Robotti Incorporated, Robotti Advisors and Robotti Securities
The following table sets forth certain information concerning each of the directors and officers of each of the entities named below as of the date hereof.
Robotti & Company, Incorporated, Robotti & Company Advisors, LLC, and Robotti Securities, LLC
| Name: | Name: |
|---|---|
| Robert E. Robotti | Kenneth R. Wasiak Sr. |
| (Director, President, Treasurer) | (Director) |
| Citizenship | Citizenship |
| U.S.A. | U.S.A. |
| Principal Occupation: | Principal Occupation: |
| President and Treasurer, Robotti & Company, Incorporated | Retired |
| Business Address: | Business Address: |
| 60 East 42nd Street, Suite 3100, New York, New York 10165 | 104 Gloucester Road, Massapequa, New York 11758 |
| Name: | Name: |
| Nancy Seklir | Suzanne Robotti |
| (Director) | (Director) |
| Citizenship: | Citizenship |
| U.S.A. | U.S.A. |
| Principal Occupation: | Principal Occupation: |
| Retired | Founder, Medshadow Foundation |
| Business Address: | Business Address: |
| c/o Robotti & Company, Incorporated | c/o Robotti & Company, Incorporated |
| 60 East 42nd Street, Suite 3100, New York, New York 10165 | 60 East 42nd Street, Suite 3100, New York, New York 10165 |
Page 37 of 41
Name:
Erwin Mevorah
(Vice President, Secretary)
Citizenship
U.S.A.
Principal Occupation:
Vice President and Secretary, Robotti & Company, Incorporated
Business Address:
60 East 42nd Street, Suite 3100, New York, New York 10165
SCHEDULE B
Transactions in Securities of the Issuer During the Past Sixty Days
| LIONBRIDGE CAPITAL I, LP | |||||
|---|---|---|---|---|---|
| Nature of the Transaction | Amount of Securities Purchased/(Sold) |
Weighted Average Price Per Share (\$) |
Range of Price Per Share (\$) |
Date of Purchase/Sale |
|
| Purchase | 4,688 | 10.52620 | 10.330-10.750 | 11/16/2020 | |
| Purchase | 1,000 | 10.35000 | 10.350-10.350 | 11/17/2020 | |
| Purchase | 9,000 | 10.58990 | 10.200-10.750 | 11/18/2020 | |
| Purchase | 3,015 | 9.78050 | 9.680-9.900 | 11/20/2020 | |
| Purchase | 2,006 | 10.88830 | 10.850-10.910 | 11/24/2020 | |
| Purchase | 12,065 | 10.79850 | 10.705-10.870 | 11/27/2020 | |
| Purchase | 3,000 | 11.32280 | 11.200-11.470 | 12/4/2020 | |
| Purchase | 3,383 | 11.71490 | 11.460-11.810 | 12/7/2020 | |
| Purchase | 8,454 | 12.06080 | 11.900-12.180 | 12/9/2020 | |
| Purchase | 20,000 | 11.74860 | 11.74860 | 12/15/2020 | |
| LIONBRIDGE CAPITAL, LP | |||||
| Nature of the Transaction | Amount of Securities Purchased/(Sold) |
Weighted Average Price Per Share (\$) |
Range of Price Per Share (\$) |
Date of Purchase/Sale |
|
| Purchase | 2000 | 10.29120 | 10.260-10.310 | 11/18/2020 | |
| Purchase | 6000 | 10.98670 | 10.960-11.000 | 11/24/2020 |
| Purchase | 4000 | 10.79950 | 10.780-10.800 | 11/27/2020 | ||||
|---|---|---|---|---|---|---|---|---|
| Purchase | 1000 | 10.58580 | 10.520-10.650 | 12/2/2020 | ||||
| Purchase | 236 | 12.16000 | 12.160-12.160 | 12/7/2020 | ||||
| Purchase | 4000 | 12.01620 | 11.990-12.150 | 12/9/2020 | ||||
| THE RAVENSWOOD INVESTMENT COMPANY, L.P. | ||||||||
| Nature of the Transaction | Amount of Securities Purchased/(Sold) |
Weighted Average Price Per Share (\$) |
Range of Price Per Share (\$) |
Date of Purchase/Sale |
||||
| Purchase | 392 | 9.75 | 9.710-9.850 | 11/11/2020 | ||||
| Purchase | 3,966 | 10.30 | 10.220-10.300 | 11/12/2020 | ||||
| Purchase | 30,500 | 10.63 | 10.450-10.750 | 11/13/2020 | ||||
| Purchase | 15,250 | 10.57 | 10.145-10.700 | 11/17/2020 | ||||
| Purchase | 4,881 | 10.04 | 9.935-10.210 | 11/19/2020 | ||||
| Purchase | 21,350 | 10.53 | 9.800-10.990 | 11/23/2020 | ||||
| Purchase | 21,533 | 10.76 | 10.545-11.470 | 11/25/2020 | ||||
| Purchase | 21,118 | 11.45 | 10.305-12.190 | 11/30/2020 | ||||
| Purchase | 2,371 | 10.72 | 10.525-10.710 | 12/2/2020 | ||||
| Purchase | 9,934 | 11.31 | 10.700-11.920 | 12/3/2020 | ||||
| Purchase | 5,287 | 11.46 | 10.940-11.500 | 12/4/2020 | ||||
| Purchase | 11,051 | 12.00 | 11.910-12.150 | 12/8/2020 | ||||
| Purchase | 24,590 | 11.75 | 11.7486-11.9850 | 12/10/2020 |
| Purchase | 6,405 | 11.72 | 11.425-12.070 | 12/11/2020 | ||||
|---|---|---|---|---|---|---|---|---|
| Purchase | 4,938 | 11.47 | 11.450-11.500 | 12/14/2020 | ||||
| Purchase | 1,587 | 11.50 | 11.500-11.500 | 12/15/2020 | ||||
| Purchase | 6,045 | 11.98 | 11.900-12.000 | 12/17/2020 | ||||
| Purchase | 190 | 11.71 | 11.690-11.750 | 12/18/2020 | ||||
| Purchase | 6,425 | 11.99 | 11.880-12.000 | 12/21/2020 | ||||
| Purchase | 2,991 | 14.28 | 13.730-14.600 | 12/29/2020 | ||||
| Purchase | 1,952 | 14.48 | 14.345-14.61 | 12/30/2020 | ||||
| Purchase | 3,330 | 14.28 | 14.210-14.465 | 12/31/2020 | ||||
| Purchase | 6,238 | 13.73 | 13.670-13.795 | 1/4/2021 | ||||
| Purchase | 10,607 | 14.10 | 14.000-14.200 | 1/5/2021 | ||||
| Purchase | 8,620 | 14.49 | 14.280-14.600 | 1/6/2021 | ||||
| Purchase | 100 | 13.69 | 13.600-13.865 | 1/8/2021 | ||||
| RAVENSWOOD INVESTMENTS III, L.P. | ||||||||
| Nature of the Transaction | Amount of Securities Purchased/(Sold) |
Weighted Average Price Per Share (\$) |
Range of Price Per Share (\$) |
Date of Purchase/Sale |
||||
| Purchase | 250 | 9.75 | 9.710-9.850 | 11/11/2020 | ||||
| Purchase | 2,536 | 10.30 | 10.220-10.300 | 11/12/2020 | ||||
| Purchase | 19,500 | 10.63 | 10.450-10.750 | 11/13/2020 | ||||
| Purchase | 9,750 | 10.57 | 10.145-10.700 | 11/17/2020 |
| Purchase | 3,120 | 10.04 | 9.935-10.210 | 11/19/2020 | |||
|---|---|---|---|---|---|---|---|
| Purchase | 13,650 | 10.53 | 9.800-10.990 | 11/23/2020 | |||
| Purchase | 13,767 | 10.76 | 10.545-11.470 | 11/25/2020 | |||
| Purchase | 13,501 | 11.45 | 10.305-12.190 | 11/30/2020 | |||
| Purchase | 1,516 | 10.72 | 10.525-10.710 | 12/2/2020 | |||
| Purchase | 6,351 | 11.31 | 10.700-11.920 | 12/3/2020 | |||
| Purchase | 3,380 | 11.46 | 10.940-11.500 | 12/4/2020 | |||
| Purchase | 7,065 | 12.00 | 11.910-12.150 | 12/8/2020 | |||
| Purchase | 15,722 | 11.75 | 11.7486-11.985 | 12/10/2020 | |||
| Purchase | 4,095 | 11.72 | 11.425-12.070 | 12/11/2020 | |||
| Purchase | 3,157 | 11.47 | 11.450-11.500 | 12/14/2020 | |||
| Purchase | 1,014 | 11.50 | 11.500-11.500 | 12/15/2020 | |||
| Purchase | 3,865 | 11.98 | 11.900-12.000 | 12/17/2020 | |||
| Purchase | 121 | 11.71 | 11.690-11.750 | 12/18/2020 | |||
| Purchase | 1,912 | 14.28 | 13.730-14.600 | 12/29/2020 | |||
| Purchase | 1,248 | 14.48 | 14.345-14.610 | 12/30/2020 | |||
| Purchase | 2,129 | 14.28 | 14.210-14.465 | 12/31/2020 | |||
| Purchase | 911 | 14.10 | 14.000-14.200 | 1/5/2021 | |||
| Purchase | 5,062 | 14.49 | 14.280-14.600 | 1/6/2021 | |||
| Purchase | 1,900 | 13.69 | 13.600-13.865 | 1/8/2021 | |||
| JOHN S. MORAN | |||||||
| Nature of the Transaction | Amount of Securities Purchased/(Sold) |
Weighted Average Price Per Share (\$) |
Range of Price Per Share (\$) |
Date of Purchase/Sale |
|||
| Purchase | 5,000 | 10.14 | 10.06-10.15 | 11/10/2020 | |||
AGREEMENT
THIS AGREEMENT, dated as of November 20, 2020 ("Agreement"), is by and between Lionbridge Capital LP ("Lionbridge") and Robotti & Company Advisors, LLC ("Robotti").
WHEREAS, the parties desire to coordinate certain efforts with respect to (i) the proposal of certain actions relating to CIM Commercial Trust Corporation (the "Company") and (ii) the purchase of shares of Common Stock, par value \$0.001 per share, of the Company ("Company Securities") by them, their affiliates, and any of their and their affiliates' respective investment funds, managed accounts or other investment vehicles managed or advised by them ("Covered Entities"). For clarity, Covered Entities will include any employees of a Covered Entity.
NOW, THEREFORE, in consideration of the covenants and agreements set forth in this Agreement, and for other good and valuable consideration the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the parties agree as follows:
-
- Purchase and Sale of Securities.
- a. Subject to the terms of this Agreement, Lionbridge and Robotti shall cause the acquisition and/or sale of Company Securities in an aggregate amount mutually agreed by Lionbridge and Robotti from time to time, which amount shall not result in the beneficial ownership by Lionbridge and Robotti of more than 6.25% in the aggregate of the total number of outstanding Company Securities.
- b. Neither Lionbridge nor Robotti shall, directly or indirectly, including, without limitation, through any of their Covered Entities (i) sell, pledge or otherwise dispose of any Company Securities without the prior written consent of the other party other than in connection with customary margin or similar requirements or (ii) beneficially own, purchase, sell or otherwise hold, acquire or dispose of any Company Securities or any interests or rights in respect of any Company Securities except as provided in this Agreement.
-
- Coordinated Activities. The following matters shall require the mutual agreement of the parties: (i) the selection and nomination of individuals to serve as directors of the Company; (ii) the making, revising or withdrawing of any proposals to the Company regarding the conduct of its business, corporate governance matters, corporate transactions or otherwise; (iii) seeking to control, advise, change or influence the management, directors, governing instruments, stockholders, policies or affairs of the Company; (iv) the conduct of any proxy contest, consent solicitation or similar actions involving the Company, including, without limitation, the engagement of any advisors; (v) the manner, form, content and timing of any communications with the Company as well as any public disclosures, public statements or other communications relating to the Company, the Company Securities, this Agreement or the activities contemplated by this Agreement (except to the extent such disclosure is required by applicable law, regulation or fund documentation); (vi) the admission of any additional members to the group formed by this Agreement or otherwise, or entering into any agreement, arrangement or understanding with any person (other than a Covered Entity) in connection with the holding, voting or disposition of Company Securities; (vii) the conduct of any litigation or investigation related to the Company or the activities contemplated by this Agreement; and (vii) engaging in any of the foregoing activities, directly or indirectly, including, without limitation, through or by any Covered Entities, other than pursuant to this Agreement. The parties shall cooperate and take all actions reasonably required in furtherance of any actions agreed to be undertaken pursuant to this Agreement, including, without limitation (A) voting or causing to be voted any Company Securities beneficially owned by them and (B) executing or causing to be executed one or more written consents or agency designations with respect to such Company Securities.
3. No Liability; Shared Expenses.
- a. Notwithstanding anything else contained in this Agreement, neither party nor any of its Covered Entities shall have liability of any kind whatsoever to the other party or any of the other party's Covered Entities in connection with the execution of any trade in Company Securities pursuant to Section 1(a) of this Agreement (including, without limitation, the price at which any such trade is executed), except in the case of a breach of this Agreement, a violation of the law or regulations, fraud, willful misconduct or gross negligence by the first party.
- b. Each party will (i) pay its pro-rata share of third party out-of-pocket expenses incurred by the parties in furtherance of the actions agreed to be undertaken pursuant to this Agreement that have been approved by the parties in writing (including, for such purposes, through email correspondence) prior to or after their incurrence and (ii) promptly upon request reimburse the other party for its respective portion of any such shared expenses incurred or to be incurred by the other party. Upon request, the party seeking reimbursement will provide the other party with reasonable documentation evidencing its expenses. Notwithstanding the foregoing, a party will not be entitled to contribution for any expense or liability arising out of such party's or its Covered Entities' breach of this Agreement, a violation of the law or regulations, fraud, willful misconduct or gross negligence. Neither party shall charge the other party any management, incentive or similar fees in connection with this Agreement or the actions contemplated under this Agreement.
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- Regulatory Reporting. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of the parties agrees to the joint filing on their behalf of the information required by Schedule 13D (or any amendment thereof) if any such filing becomes required at any time. Each party shall be responsible for the accuracy and completeness of its own disclosure, and shall not be responsible for the accuracy or completeness of the information concerning the other party. The parties shall cooperate in connection with any other regulatory filing that may be required to be made in connection with the matters contemplated by this Agreement.
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- Termination. This Agreement will terminate at 11:59 p.m. (New York time) on the first anniversary of the second Annual Meeting of Stockholders of the Company held following the date hereof, unless early terminated by the mutual written agreement of the parties. Sections 3 and 7 shall survive any termination of this Agreement.
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- Relationship of the Parties. Nothing in this Agreement shall be construed as creating among the parties any joint venture, partnership, association or other entity for any purpose (including, without limitation, for U.S. income tax purposes) or any agency relationship, nor shall any party, except as expressly set forth in this Agreement, (i) have the right, power or authority to create any obligation or duty, express or implied, on behalf of any other party or (ii) have any fiduciary or other duties to any other party. Each party agrees that it does not have any interest in the profits or losses of the other party in connection with its acquisition or disposition of any Company Securities.
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- Miscellaneous. This Agreement (i) shall be governed by and construed in accordance with the laws of the State of New York, (ii) may not be assigned, amended, waived or modified except by a writing signed by each party, (iii) may be executed in counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument and (iv) represents the entire agreement between the parties with respect to the subject matter of this Agreement. For purposes of this Agreement "beneficially own" or "beneficial ownership" with respect to any securities shall mean having "beneficial ownership" of such securities as determined pursuant to Rule 13d-3 under the Exchange Act.
[Signature Page Next]
The parties have caused this Agreement to be executed as of the day and year first above written.
Lionbridge Capital LP
By: /s/ Gregory Morillo
Name: Gregory Morillo Title: Managing Partner
Robotti & Company Advisors, LLC
By: /s/ Robert E. Robotti
Name: Robert E. Robotti Title: President
JOINT FILING AND SOLICITATION AGREEMENT
This Agreement (this "Agreement") is made and entered into as of December 31, 2020, by and among (i) Lionbridge Capital LP and Robotti & Company Advisors (collectively, and together with their respective affiliates, the "Nominating Stockholders"), (ii) Thomas D. Ferguson, (iii) Mark C. Gelnaw (iv) Raymond V. Marino II, (v) John S. Moran (vi) Gregory Morillo and (vii) James O'Leary (each a "Party" to this Agreement, and collectively, the "Parties" or the "Group").
WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of CIM Commercial Trust Corporation, a Maryland corporation (the "Company");
WHEREAS, the Parties desire to form the Group for the purpose of (i) seeking the election of director candidates and proposing business at the Company's 2021 annual meeting of stockholders (the "2021 Annual Meeting"), (ii) taking all other action necessary to achieve the foregoing and (iii) taking any other actions the Group jointly agrees in writing to undertake in connection with their respective investment in the Company.
NOW, IT IS AGREED, this 31 st day of December 2020 by the Parties hereto:
A. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of the undersigned agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company to the extent required by applicable law. Each member of the Group shall be responsible for the accuracy and completeness of its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members of the Group, unless such member knows or has reason to know that such information is inaccurate.
B. So long as this Agreement is in effect, each of the undersigned shall provide written notice to Saul Ewing Arnstein & Lehr LLP ("Saul"), such notice to be given no later than 4 hours after each such transaction, of (i) any of their purchases or sales of securities of the Company or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. For purposes of this Agreement, the term "beneficial ownership" shall have the meaning of such term set forth in Rule 13d-3 under the Exchange Act.
C. Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies in favor of the business proposed by the Nominating Stockholders at the 2021 Annual Meeting and the election of the persons nominated by the Nominating Stockholders to the Board at the 2021 Annual Meeting, (ii) taking all other action necessary to achieve the foregoing and (iii) taking any other actions the Group jointly agrees in writing to undertake in connection with their respective investment in the Company.
D. Nominating Stockholders shall have the right to pre-approve all expenses incurred in connection with the Group's activities and agrees to pay directly all such pre-approved expenses.
E. Each of the Parties hereto agrees that any Securities and Exchange Commission filing, press release, Company communication or shareholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group's activities shall be first approved by the Nominating Stockholders, or its representatives, which approval shall not be unreasonably withheld and that the Nominating Stockholders shall have the authority to make or issue any such filing, press release, Company communication or shareholder communication that they have approved; provided that in addition, any disclosures therein with respect to any Party shall also be approved by such Party (it being understood that any such disclosure that is consistent with and does not go beyond information provided by such Party or that has been previously approved by such Party shall not require any further approval from such Party).
F. The relationship of the Parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any Party to act as an agent for any other Party, or to create a joint venture or partnership, or to constitute an indemnification. Each Party agrees to use its reasonable efforts to avoid taking any action that may cause any other person or entity to be deemed to be a member of the Group without the prior consent of the Nominating Stockholders. Nothing herein shall restrict any Party's right to purchase or sell securities of the Company, as it deems appropriate, in its sole discretion, provided that all such purchases and sales are made in compliance with all applicable securities laws and the provisions of this Agreement.
G. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
H. This Agreement is governed by and will be construed in accordance with the laws of the State of New York. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the Parties hereto consent and submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.
I. Any Party hereto may terminate its membership in the Group, and its rights and obligations under this Agreement, on 24 hours' prior written notice to all other Parties, with a copy by email to Eric G. Orlinsky at Saul, Email: [email protected]
J. Each Party acknowledges that Saul is acting solely as counsel to the Nominating Stockholders with respect to their investment in the Company and not as counsel to any other member of the Group.
K. Each of the undersigned Parties hereby agrees that this Agreement shall be filed as an exhibit to any Schedule 13D required to be filed under applicable law pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
[Signature page follows]
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written.
Lionbridge Capital LP
By: /s/ Gregory Morillo Name: Gregory Morillo
Title: Managing Partner
Robotti & Company Advisors, LLC
By: /s/ Robert E. Robotti Name: Robert E. Robotti Title: President
Thomas D. Ferguson
By: /s/ Thomas D. Ferguson Name: Thomas D. Ferguson
Mark C. Gelnaw
By: /s/ Mark C. Gelnaw Name: Mark C. Gelnaw
Raymond V. Marino II
By: /s/ Raymond V. Marino II Name: Raymond V. Marino II
John S. Moran
By: /s/ John S. Moran Name: John S. Moran
Gregory Morillo
By: /s/ Gregory Morillo Name: Gregory Morillo
James O'Leary
By: /s/ James O'Leary Name: James O'Leary
Press Release, dated January 13, 2021:
Deliver Open Letter to CMCT Board Outlining Grievances
NEWS PROVIDED BY
Lionbridge Capital, LP
Jan 13, 2021
NEW YORK, Jan. 13, 2021 /PRNewswire/ -- Lionbridge Capital, LP, and Robotti & Company Advisors LLC (together with its affiliates, the "Nominating Stockholders" or "they") with an ownership interest of approximately 5.0% of CIM Commercial Trust Corporation ("CMCT" or the "Company") (NASDAQ: CMCT) today announced that they have nominated a slate of six highly qualified candidates for election to the CMCT Board of Directors (the "Board") at the Company's 2021 Annual Meeting: Thomas D. Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran, Gregory M. Morillo, and James O'Leary.
The Nominating Stockholders also announced today that they have delivered a letter to the Board which includes detailed biographies of each nominee and which expressly outlines that:
- CMCT has persistently traded at a discount to its underlying value throughout its history as a public company due to its lack of scale, excessive cost structure, and unjustified reliance on its external advisor, CIM Group;
- CMCT's structural flaws are compounded by longstanding conflicts of interest between CIM Group and the 79% majority independent shareholders of CMCT;
- The Board's clear lack of independence and poor corporate governance practices have insulated CIM management from accountability and have destroyed shareholder value;
- Board change is necessary to protect the interests of outside shareholders and realize the intrinsic value of CMCT's high-quality assets; and
- It is anticipated that a newly constituted Board will engage in an open and transparent strategic review exploring all options, including but not limited to one or more potential transactions that reflect CMCT's underlying value.
The full text of the letter to the Board can be viewed in its entirety here: Letter to CMCT Board (available at: https://lionbridgecapitallp.box.com/s/y0lovgf1pz96u85o7vdf8eus2db0tpcr)
About Lionbridge Capital, LP
Lionbridge Capital, LP is a value-oriented investment manager based in New York, with a fundamental approach to investing in publicly traded real estate and real estate-related companies.
www.lionbridgecap.com
About Robotti & Company Advisors LLC
Robotti & Company Advisors LLC is a value-focused, SEC-registered investment adviser with more than three decades of experience. As investors, Robotti & Company Advisors LLC frequently is a constructive and actively-engaged owner with many of its portfolio companies.
www.robotti.com
Investor Contacts
Lionbridge Capital, LP
Greg Morillo
(212) 300-8003
Robotti & Company Advisors LLC
John Moran
(646) 442-6702
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Lionbridge Capital, LP and Robotti & Company Advisors, LLC, together with the other participants named herein (collectively, "Participants"), intend to file a preliminary proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2021 annual meeting of stockholders of CIM Commercial Trust Corporation, a Maryland corporation (the "Company").
PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be Lionbridge Capital, LP ("Lionbridge"), Lionbridge Capital I, LP ("Lionbridge I"), Lionbridge GP, LLC ("Lionbridge GP") Lionbridge Capital GP, LLC ("Lionbridge I GP"), Lionbridge Asset Management, LLC ("Lionbridge AM"), The Ravenswood Investment Company, L.P. ("Ravenswood I"), Ravenswood Investments III, L.P. ("Ravenswood III"), Ravenswood Management Company, L.L.C. ("RMC"), Robotti & Company, Incorporated ("RCI"), Robotti & Company Advisors, LLC ("RCA"), Robotti Securities, LLC ("RS"), Robert E. Robotti, Gregory Morillo, Kenneth R. Wasiak Sr., Thomas Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran and James O'Leary.
As of the date hereof, (i) Lionbridge directly owned 60,761 shares of the Company's Common Stock, \$0.001 par value per share (the "Common Stock"), (ii) Lionbridge I directly owned 183,339 shares of Common Stock; (iii) Ravenswood I directly owned 293,415 shares of Common Stock; (iv) Ravenswood Investments III directly owned 174,135 shares of Common Stock; (v) Lionbridge GP, as the general partner of Lionbridge, may be deemed the beneficial owner of the 60,761 shares of Common Stock owned directly by Lionbridge; (vi) Lionbridge I GP as the general partner of Lionbridge I, may be deemed the beneficial owner of the 183,339 shares of Common Stock owned directly by Lionbridge I; (vii) Lionbridge AM, as the asset manager of each of Lionbridge and Lionbridge I, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (viii) Gregory Morillo, as the managing member of each of Lionbridge GP, Lionbridge I GP, LLC and Lionbridge AM, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (ix) RMC, as the general partner of each of Ravenswood I and Ravenswood III, may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (x) RCA, as the investment advisor of each of Ravenswood I and Ravenswood III may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (xi) RS may be deemed to be the beneficial owner of 500 shares of Common Stock owned in a discretionary account managed for a customer by RS; (xii) RCI, (x) as the wholly-owned parent of RCA, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned by RCA, and (y) as the parent of RS, may be deemed the beneficial owner of 500 shares of Common Stock owned in a discretionary accounts managed by RS for a customer; (xiii) Mr. Robotti and Mr. Wasiak Sr., as the managing members of RMC, may be deemed to be the beneficial owners of the 467,550 shares of Common Stock beneficially owned by RMC; (xiv) Mr. Robotti, as the President of RCI and controlling shareholder, may also be deemed to be the beneficial owner of the 500 shares of Common Stock owned in a discretionary account managed by RS for a customer. As of the date of hereof, Mr. John Moran was the direct beneficial owner of 30,909 shares of Common Stock and none of Messrs. Ferguson, Gelnaw, Marino II or O'Leary beneficially owned any shares of Common Stock.
Text of Referenced Letter to the Issuer, dated January 13, 2021:
CIM Commercial Trust Corporation 17950 Preston Road, Suite 600 Dallas, Texas 75252 Attention: Board of Directors
January 13, 2021
Dear CMCT Board of Directors:
Lionbridge Capital, LP and Robotti & Company Advisors, LLC (the "Nominating Stockholders" or "we") advise private funds that collectively beneficially own 743,059 shares of common stock of CIM Commercial Trust Corporation ("CMCT" or the "Company"), equal to approximately 5.0% of its outstanding shares. A key consideration of our investment is the high-quality, irreplaceable nature of the Company's assets, which include trophy properties in West Los Angeles and downtown Oakland—markets that we believe are poised to thrive post-COVID due to limited supply growth and the spillover demand from nearby San Francisco in the coming years. Despite owning high-quality assets, however, CMCT has consistently traded at a large discount to the underlying value of its assets throughout its history as a public company and currently trades at a 57% discount to its latest Net Asset Value ("NAV") of \$28.49 per share. 1
As detailed in this letter, we believe the Company's persistent low market valuation can be explained by numerous structural factors, including a lack of scale and an unjustified reliance on its external manager, CIM Group ("CIM"), which charges, in our view, excessive asset management and service fees on top of already elevated general and administrative expenses, resulting in a bloated cost structure. Moreover, we believe the circumstances surrounding CMCT's formation, in particular CIM's actions toward prominent institutional investors comprising the ownership group of CMCT's predecessor entity, have severely damaged the Company's credibility and reputation. Ultimately, we attribute these failings to the Board's clear lack of independence and poor governance practices, which have insulated CIM management from accountability and have resulted in the significant destruction of shareholder value.
Contrary to management's statements, we do not believe CMCT can grow or lease its way out of its structural defects and is therefore unlikely to successfully narrow its NAV discount in its current structure. To be a viable public company, CMCT would need to drastically reduce its cost structure. Simultaneously, significant asset growth would be required, not only to absorb overhead costs, but to expand the portfolio beyond its handful of highly concentrated investments to better align the risk profile of the company with peer REITs. Given the Company's persistent share discount, this is not possible, in our view, without significant dilution to existing owners. We believe all shareholders should be very concerned that CIM Group, whose business is principally fee-based asset management, may attempt to solve the "scale" issue with grossly dilutive equity issuances, something already perpetrated under CIM's stewardship for its own benefit.
Without an actionable and realistic plan for substantive change, we believe stockholder value at CMCT can only be unlocked through a transformative transaction that reflects its underlying value. We have performed extensive diligence on the Company's assets and believe there are numerous institutional investors that are interested in acquiring CMCT's properties at attractive prices. COVID notwithstanding, we are confident that the aggregate pricing that could be achieved through an orderly and transparent sales process will enable shareholders to realize near-term value that far exceeds what this company could ever trade for as a public going concern.
Given the Board's continuous failures to address CMCT's structural flaws and persistent share discount, we find ourselves compelled to take the necessary steps for the protection of our and all other outside shareholders' investments. Therefore, we have delivered a formal nomination notice of our intention to seek the election of six highly qualified director nominees at the 2021 Annual Meeting. As described in detail in the Appendix, this group of individuals collectively has an impressive and comprehensive set of skills spanning finance, operations, mergers and acquisitions expertise, public company board governance and oversight, as well as decades of senior-level investment and management experience in both public and private real estate markets.
1 Based on the closing share price on January 11, 2021. NAV per share as of 12/31/19.
We anticipate that a newly constituted Board—one that is free of conflict, undue influence, and intransigence, which, in our opinion, characterizes the current Board—will engage in an open and transparent process to maximize stockholder value for the 79% majority outside stockholders. In doing so, we believe the new slate would explore all options, including a sale for cash and/or a mix of cash and securities of another publicly traded company, or, if appropriate, an orderly liquidation of CMCT's assets.
It is unfortunate and regrettable that this action is necessary. As you know, we have highlighted these structural deficiencies to CIM management on multiple occasions. We strongly preferred to work constructively with the Board in pursuit of a path forward that maximizes value for CMCT and the shares held by the 79% majority outside shareholders. However, our requests to meet and work constructively with the Board, and Chairman Richard Ressler in particular, have gone unaddressed. The highlights of our concerns are as follows:
Inflated and Unnecessary Cost Structure
CMCT's annualized corporate overhead in the most recent quarter, which is comprised of asset management and service fees, corporate expense reimbursements to CIM Group, as well as general and administrative expenses, amounted to a staggering 52% of net operating income ("NOI") over the trailing 12-month period. 2 Asset management fees alone amount to 26% of trailing 12-month NOI. 3
By comparison, general and administrative expenses represent only 6.4% of NOI for Douglas Emmett, CMCT's closest peer, and 11.0% on average for the Company's Class A West Coast office REIT peers. 4 General and administrative expenses at these companies are substantially equivalent to total corporate overhead, given they do not pay fees to an external advisor. While the impact of the COVID pandemic has reduced the NOI contribution of CMCT's hotel asset, further pressuring its overhead expense ratio, these measures were still far beyond the level of its peer group even before COVID. 5
In absolute terms, annualized corporate overhead is approximately \$19 million. 6 To be clear, very few of these expenses would transfer to a third-party acquirer of CMCT's properties. This level of overhead is being consumed on a portfolio that contains merely nine operating assets, five of which are located within a five-mile radius of one another. Shockingly, this expense load exceeds \$2 million per operating property and does not include property management fees and other onsite expenses, leasing commissions, and construction fees paid to CIM that are expensed or capitalized at the property level. Based on the extraordinary corporate overhead level, we are concerned that the property-level expenses being billed by CIM may be excessive as well.
3 Calculated by annualizing the \$2,387,000 in "Asset management and other fees to related parties" paid to CIM Group during Q3 2020, as disclosed in the Company's Quarterly Report on Form 10-Q filed on 11/9/20 and dividing that number by CMCT's TTM NOI. See Appendix B, which further describes the Nominating Stockholders' calculations and assumptions.
4 Trailing twelve months as of 9/30/20. References to Class A West Coast office REIT peers is the peer group defined by the Nominating Stockholders as Douglas Emmett (NYSE: DEI), Kilroy Realty Corporation (NYSE: KRC), Hudson Pacific Properties, Inc. (NSYE: HPP), and American Assets Trust, Inc. (NYSE: AAT). See Appendix B, which further describes the Nominating Stockholders' calculations and assumptions.
5 CMCT provided a proforma company NOI for 2019, which adjusted for its 2019 asset sales and reflected the contribution from retained properties. Annualized corporate expenses as defined in Footnote 2 were 37% of CMCT's 2019 proforma "Segment NOI from retained properties and lending activities" as disclosed on Form 8-K filed on 11/8/19. See Appendix B, which further describes the Nominating Stockholders' calculations and assumptions.
6 See Appendix B, which further describes the Nominating Stockholders' calculations and assumptions.
2 Calculated by annualizing CMCT's 3Q 2020 corporate overhead, as defined by the Nominating Stockholders, and dividing the result by trailing 12-month net operating income ("TTM NOI"). Corporate overhead equals "Asset management and other fees to related parties" plus "Expense reimbursements to related parties-corporate" plus "General and administrative" expenses as disclosed in the Company's Quarterly Report on Form 10-Q filed on 11/9/20. TTM NOI represents "Total segment net operating income" for Q4 2019 through Q3 2020 as disclosed in the Company's Quarterly Report on Form 10-Q. See Appendix B, which further details the Nominating Stockholders' calculations and assumptions.
To make matters worse, CMCT, whose leverage is already elevated, is effectively borrowing money to fund management fees through the issuance of preferred stock in lieu of cash payments to its advisor. Assuming CMCT paid the same proportion of its NOI in overhead as its West Coast office REIT peers, it would be spending only \$4 million. 7 This represents a difference of \$15 million from current levels or \$1 per share in recurring distributable cash flow. 8
CMCT directors have had years to contemplate the cost structure and general viability of CMCT as a stand-alone going concern. When we have raised these issues with management, they have acknowledged that the costs are high and that a review is ongoing. While the Company has converted its Base Service Fee to an incentive-based calculation that will save \$1 million per year, this amounts to less than a 6% reduction in corporate overhead, a small fraction of what is required. 9 The lack of progress is unacceptable considering the company has been public since 2014 and announced its restructuring plan in October 2018 (which specifically outlined the magnitude of anticipated asset sales, which were completed over a year ago in August 2019).
How We Got Here: A Failed Reverse Merger
CMCT's debut as a public company was the product of a 2014 reverse merger between a large private CIM-sponsored institutional real estate fund, CIM Urban REIT (the "fund"), and a public, micro-cap mortgage REIT, PMC Commercial Trust. CIM Urban REIT was owned principally by CIM's limited partners, which included many of the most prominent pension funds in the country. While there are sometimes legitimate reasons for reverse mergers, they can also be abusive and carried out to circumvent a formal IPO process that is subject to the scrutiny of underwriters and investors. As described extensively below, based on firsthand discussions with investors in CIM Urban REIT, we believe CIM pursued this course over strong objections from its partners for the primary purpose of converting finite-life, fee-generating assets into a permanent source of recurring fees. In our view, the formation and governance of CMCT was fraught with conflicts of interests between CIM Group and CMCT shareholders that would never have been tolerated by market participants in a formal IPO process.
Formed in 2005, CIM Urban REIT, like most private-equity real estate funds, had a finite life span. Accordingly, we understand the expectations of its fund partners were that it would be liquidated for cash at the end of its term in the tradition of virtually all funds of its type. Though many private comingled funds include language permitting an IPO as an exit strategy, this mechanism is seldom employed. Nevertheless, CIM pursued this course despite, as we understand it, strong objections from its partners. Its rationale for doing so was that a CIM-run REIT would be well received by the investment community and ultimately afford a superior execution for its limited partners compared to a cash liquidation of the assets.
CIM's stated objective for CMCT was to "grow its real estate holdings in a manner consistent with its past investment program at CIM Urban REIT" and be "the principal investment vehicle through which CIM Group will place substantially stabilized real estate investments." 10 In our view, the benefits to CIM by pursuing this course were clear and obvious: convert a finite-life fee stream and assets under management to a public vehicle that would generate perpetual fees to CIM.
10 As disclosed in PMC Commercial's Registration Statement on Form S-4 filed on 8/30/13.
7 Calculated by multiplying CMCT's TTM NOI by 11%, which equals the average ratio of G&A to TTM NOI for CMCT's West Coast peers.
8 Calculated by subtracting \$4,000,000 from corporate overhead, as defined in Appendix B, and dividing that number by the 14,827,410 shares outstanding as of 11/4/20 as disclosed in the Company's Quarterly Report on Form 10-Q filed on 11/9/20.
9 CMCT permanently eliminated its \$1.1 million annual base service fee starting in 2Q 2020 and replaced it with an incentive fee as disclosed in an amendment dated 5/11/20 to CMCT's Master Services Agreement filed as an exhibit to CMCT's Form 10Q filed on 5/11/20.
CIM's partners in CIM Urban REIT were highly sophisticated real estate investors, most with deep knowledge of public real estate markets and steeped in ESG principals relevant to public and private real estate investing. We understand that investors warned CIM that its proposed public REIT was a flawed concept and that it would trade poorly based on a lack of scale, investor attitudes toward externally managed REITs, a portfolio composition of disparate property types, and lack of public float. 11 Despite these warnings, CIM proceeded anyway.
To add insult to injury, while CIM's limited partners nominally participated in the private fund's governance through seats on an advisory board, we understand that they had little practical ability to influence CMCT's governance or any direct role in setting the terms of CMCT's new advisory contracts with CIM, which are perpetual in nature. At the time of the reverse merger, and presumably when these contracts with CIM were negotiated and executed, four of the seven directors of CMCT were principals of CIM Group.
Predictably, in the aftermath of the reverse merger, CMCT shares traded poorly with virtually no liquidity, investor interest, or sell-side research coverage. What transpired over the next few years bore little resemblance to CIM's originally stated growth objectives for CMCT. In 2017, CMCT sold over \$1 billion in assets and repurchased a similar amount of CMCT stock owned by the private fund. In its public communications, CMCT depicted these corporate actions as the result of a regular evaluation of its business and prudent management. 12 Based on our firsthand discussions with CIM Urban REIT investors, however, we believe these sales were the result of extreme pressure from its fund investors, who were voicing displeasure for the public vehicle. In other words, only when it was clear that the REIT strategy had flopped, and under intense pressure from its pension-fund clients, did CMCT begin selling property and returning capital to investors.
Rather than rightfully completing the sale of its portfolio once and for all and returning the remaining value to its investors in cash dividends, CIM dug in its heels. In 2018, the company announced a "Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity in our Common Stock." 13 At the time, CMCT was trading at a nearly 40% discount to NAV. 14 This program contemplated another \$1 billion in asset sales, or roughly half of the remaining portfolio at the time. The net proceeds were distributed to shareholders, but again, instead of completing a cash liquidation, the private comingled fund was dissolved via a distribution of CMCT shares to its partners. The result was a more structurally flawed company with even less scale. Upon the distribution of CMCT shares, the partners would own over 95% of this deeply flawed and obscure REIT's shares.
In its public messaging CMCT portrays its asset-sale programs as discretionary capital allocation moves made in response to strong markets and emblematic of CIM's willingness to return capital to shareholders. 15 Again, based on firsthand accounts from CIM's partners, we believe that assertion is misleading. We understand the asset sales and return of capital were being demanded by the partners, according to some accounts, under threat of litigation and were not what CIM Group was otherwise inclined to do.
15 For instance, in response to a critical letter to the CMCT Board by Engine Capital LP, a shareholder, CMCT wrote "CMCT has been one of the most active U.S. listed REITs in selling assets…despite the fact that such sales have significantly reduced fees paid to CIM Group." Source: Form 8-K filed on 5/26/20.
11 Following the reverse merger, Urban Partners II, LLC, an affiliate of CIM Urban REIT, owned 97.7% of CMCT shares, which were not part of the public float.
12 As disclosed in the Company's Registration Statement on Form S-11 filed on 5/15/17, page 42.
13 As disclosed in the Company's Annual Report on Form 10-K filed on 3/18/19.
14 Based on closing share price of \$14.50 per share (pre-split) and estimated NAV per share of \$23.96 as of 12/31/17 according to an exhibit to Form 8-K filed on 3/28/18.
Contrary to what CIM representatives portrayed to prospective investors, what awaited the market after executing the plan to "unlock value" and "increase liquidity" was an ownership base comprising almost entirely legacy fund investors whose moods we understand generally ranged from frustrated to incensed at CIM's refusal to completely liquidate the company for cash. In the aftermath of the distribution, the shares were soon trading at a nearly 50% discount to published NAV, wider than when the "Program to Unlock Embedded Value" was announced. 16 They would remain in that vicinity for months before they further collapsed in the COVID-related market sell-off.
In a move that has the appearance of being deliberately exploitative, CIM began privately negotiating with its former partners to directly acquire their CMCT shares after refusing to liquidate the company. Within six weeks, CIM acquired approximately 2.5 million shares from former partners, representing approximately 17% of the shares outstanding, in a privately negotiated transaction for \$19.17 per share, or at an approximate 35% discount to NAV based on the company's own estimate, which was a little over 90 days old. 17 Some have sold stock in the open market at yet even wider discounts to NAV. 18 Other former partners remain stuck in their positions, with the shares trading at a nearly 60% discount to the latest published NAV of \$28.49 per share.
Given this background, CIM Group's ongoing refrain that it is "aligned" with its shareholders strikes us as specious. In fact, for years CIM refused a simple and superior execution for its investors by not simply liquidating all the assets for cash. Instead, in our view, it merged private-fund assets into a deeply flawed and largely uninvestable REIT over the objections of its partners, sold assets and returned capital only under duress, and then exploited the frustration it created by buying out former partners, who we believe felt trapped in CMCT at a deep discount to value.
Relative to its ownership in the Company, we believe CIM derives more value from its high-margin advisory contracts with CMCT, which are perpetual in nature. As discussed above, the asset management fees are the largest contributor to CMCT's excessive overhead, which in our view is a primary cause for the Company's depressed valuation and renders CMCT unable to generate any meaningful cash return to shareholders reflective of its NAV. Furthermore, CIM's ownership was created almost entirely by a privately negotiated purchase of shares from its partners at a deep discount to NAV, rather than through open-market purchases, or in the case of original fund investors, at NAV.
CIM further grew its ownership by unilaterally issuing itself 203,349 shares of CMCT in lieu of cash for its first quarter 2020 asset management fee. The number of shares issued were based on the April 9, 2020 closing price, a random single day during the COVID-related market meltdown. The effective pricing of the shares was \$11.60, or at approximately 40% of its latest published NAV. While many companies in America were urgently attempting to cut costs by reducing salaries and directors' fees, CIM used the COVID-19 pandemic as an opportunity to dilute its shareholders for its own benefit. To describe shares acquired in this manner as evidence of "alignment" is disgraceful and speaks of the tone-deaf disregard CIM Group has shown toward the holders of the vast majority of CMCT's shares.
Weak Corporate Governance and the Lack of Board Independence
In its most recent proxy materials and prior to the unfortunate passing of an "independent" director in December, CMCT claimed that its Board of Directors is represented by a majority of independent directors. Before deconstructing that assertion in more detail, consider the following "risk factor" that appeared in the 2013 registration statement of CMCT's predecessor in connection with the 2014 reverse merger filed with the SEC on August 30, 2013:
"The Merger will result in changes to the Board of Trust Managers and initially, a majority of the Trust Managers will be affiliated with the Advisor and will not be independent; and Urban II [of which CIM Group was the general partner] will have effective control over the outcome of all actions requiring the approval of PMC Commercial [now CMCT] shareholders, which might adversely affect the market price of the PMC Commercial Common Shares."
17 Proforma NAV following the impact of the "Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock" was \$23.83 per share as of June 30, 2019. Source: August 2019 Investor Presentation filed on 8/8/19.
18 For example, CalPERS, the largest investor in the fund, filed a 13D amendment on January 28, 2020, indicating open-market sales of 2.1 million shares during January 2020, when the average closing price of CMCT was \$14.78 (Bloomberg CalPERS fillings).
16 The Company's recapitalization transactions, including its special dividend and reverse stock split, closed on 8/30/19. Between 9/3/19 (the first trading day after the recapitalization transactions were completed) and 10/31/19, the average closing price of CMCT was \$15.25 per share. Source: Bloomberg. NAV was \$29.49 per share as of 6/30/19 (proforma, following the completion of the "Program to Unlock Value in Our Portfolio and Improve the Liquidity of Our Common Stock") as disclosed in the Company's Investor Presentation, filed as an exhibit to CMCT's Form 8-K filed on 11/8/19.
The exact same director lineup remained in place until the December passing of a director. Five of CMCT's seven directors were either CIM Group insiders, board members of CIM-affiliated entities, or board members of other entities controlled by its chairman. Another board member (Kelly Eppich) was until recently a principal of CIM and employed by the Company from 2002 until his retirement in 2019. Lastly, the seventh board member (Frank Golay, Jr.) was a longtime partner of Sullivan & Cromwell, and his clients included CIM and other entities affiliated with CMCT's chairman. While Mr. Golay has retired from the practice of law, he remains senior counsel to Sullivan & Cromwell, which continues to work on behalf of CIM Group.
It is clear to any objective observer that not a single member of CMCT's board can be reasonably considered "independent" in any real sense and that a majority of members are conflicted, with interests that are at odds with those of CMCT shareholders.
Had there been any qualified and independent director on CMCT's board, we believe the Company would never have consented to or endorsed such egregious, automatically renewing advisory contracts that cannot be terminated by the Board, even for poor performance, without the consent of CIM itself. Nor would the Company have issued stock to CIM Group at approximately 40% of net asset value in lieu of cash for its first quarter 2020 investment management fees. This is the exact sort of conduct that we believe truly independent directors would have protested and prevented.
Path Forward: An Open and Transparent Strategic Review to Maximize Value
Board change is desperately needed to protect the interests of the 79% majority outside shareholders. In fact, stockholders have already expressed dissatisfaction with the status quo by withholding votes for incumbent directors at the prior Annual Meeting despite no alternative slates. If elected, we anticipate our slate will engage in an open and transparent strategic review, including consideration of a transaction that reflects CMCT's underlying value. Such a transaction may include a sale for cash and/or a mix of cash and securities of another publicly traded company, or, if appropriate, an orderly liquidation of CMCT's assets.
It is crucial that a reconstituted Board not only reaches the appropriate resolution for CMCT impartially but also acts expeditiously to maximize shareholder value and minimize further diminution in value from the Company's excessive overhead burden. Our slate will provide shareholders with increased confidence in the independence of the Board's deliberations and the integrity of this process. A board that has failed its shareholders for years cannot be trusted to conduct a credible and transparent strategic review process, especially one where the outcome involves serious conflicts of interest for CIM management and most—if not all—board members.
Conclusion
Most of what is conveyed in this letter has been thoughtfully and repeatedly conveyed by us to CIM Group personnel assigned to CMCT. To date, we have done so privately in our sincere hope to solicit tangible responses with open minds in forming conclusions with respect to CIM's intentions for CMCT. We were hopeful that many of the defects we cited, though hardly excusable, were inadvertent. Unfortunately, there has been little constructive engagement, and we have concluded that CIM Group views its carefully constructed, near-total control of this company as an entitlement and inoculation from best practices among public REITs and from its public commitment to ESG principles. Our outreach to former investment partners for an accounting of the predecessor's history has further dimmed our interpretation of CIM Group's intentions.
We believe CIM took advantage and benefited from CMCT's abysmal valuation by acquiring most of its shares from worn-out and/or exasperated owners whose charters effectively dissuade or prohibit a public fight. We want to make sure that CMCT directors understand that we plan on shining a bright light on its conduct here and that our work is ongoing. We hope CIM has the self-awareness to recognize that further steps to disenfranchise shareholders will only compound its issues with them and compromise its reputation more broadly with the investment community.
We don't consider our positions to be at all controversial. We are certain that CIM has heard many of the exact same criticisms from many investors and would-be investors. The prescription we have outlined is straightforward.
The 79% majority, independent owners of CMCT deserve to be represented by a board that is solely interested in protecting its interests and realizing fair value. We believe our nominees are well qualified to serve as directors and will act as fiduciaries to CMCT shareholders only and not to CIM Group. We have provided their detailed biographies further below. We look forward to making our case to the remaining shareholders going forward and regulators where appropriate.
Very truly yours,
Greg Morillo Robert Robotti Managing Member Managing Member
Lionbridge Capital, LP Robotti & Company Advisors LLC
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Lionbridge Capital, LP and Robotti & Company Advisors, LLC, together with the other participants named herein (collectively, "Participants"), intend to file a preliminary proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2021 annual meeting of stockholders of CIM Commercial Trust Corporation, a Maryland corporation (the "Company").
PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be Lionbridge Capital, LP ("Lionbridge"), Lionbridge Capital I, LP ("Lionbridge I"), Lionbridge GP, LLC ("Lionbridge GP") Lionbridge Capital GP, LLC ("Lionbridge I GP"), Lionbridge Asset Management, LLC ("Lionbridge AM"), The Ravenswood Investment Company, L.P. ("Ravenswood I"), Ravenswood Investments III, L.P. ("Ravenswood III"), Ravenswood Management Company, L.L.C. ("RMC"), Robotti & Company, Incorporated ("RCI"), Robotti & Company Advisors, LLC ("RCA"), Robotti Securities, LLC ("RS"), Robert E. Robotti, Gregory Morillo, Kenneth R. Wasiak Sr., Thomas Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran and James O'Leary.
As of the date hereof, (i) Lionbridge directly owned 60,761 shares of the Company's Common Stock, \$0.001 par value per share (the "Common Stock"), (ii) Lionbridge I directly owned 183,339 shares of Common Stock; (iii) Ravenswood I directly owned 293,415 shares of Common Stock; (iv) Ravenswood Investments III directly owned 174,135 shares of Common Stock; (v) Lionbridge GP, as the general partner of Lionbridge, may be deemed the beneficial owner of the 60,761 shares of Common Stock owned directly by Lionbridge; (vi) Lionbridge I GP as the general partner of Lionbridge I, may be deemed the beneficial owner of the 183,339 shares of Common Stock owned directly by Lionbridge I; (vii) Lionbridge AM, as the asset manager of each of Lionbridge and Lionbridge I, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (viii) Gregory Morillo, as the managing member of each of Lionbridge GP, Lionbridge I GP and Lionbridge AM, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (ix) RMC, as the general partner of each of Ravenswood I and Ravenswood III, may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (x) RCA, as the investment advisor of each of Ravenswood I and Ravenswood III may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (xi) RS may be deemed to be the beneficial owner of 500 shares of Common Stock owned in a discretionary account managed for a customer by RS; (xii) RCI, (x) as the wholly-owned parent of RCA, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned by RCA, and (y) as the parent of RS, may be deemed the beneficial owner of 500 shares of Common Stock owned in a discretionary accounts managed by RS for a customer; (xiii) Mr. Robotti and Mr. Wasiak Sr., as the managing members of RMC, may be deemed to be the beneficial owners of the 467,550 shares of Common Stock beneficially owned by RMC; (xiv) Mr. Robotti, as the President of RCI and controlling shareholder, may also be deemed to be the beneficial owner of the 500 shares of Common Stock owned in a discretionary account managed by RS for a customer. As of the date of hereof, Mr. John Moran was the direct beneficial owner of 30,909 shares of Common Stock and none of Messrs. Ferguson, Gelnaw, Marino II or O'Leary beneficially owned any shares of Common Stock.
APPENDIX A – Biographies of Nominating Stockholders' Nominees (in alphabetical order)
Thomas D. Ferguson, 66, is a commercial real estate investment professional with extensive experience in the investment, management, construction, sales, and financing of all major types of commercial real estate projects including office, hotel, multifamily, senior living, student housing, and golf related investments. Mr. Ferguson is currently the Managing Member of 511 Partners, LLC, a private company he founded that provides real estate consulting services to financial institutions concerning public and private real estate related investments. He also serves on the Special Committee for Intelsat Envision Holdings, Inc. From 2003 to 2019, Mr. Ferguson worked in the Merchant Banking division of Goldman Sachs & Co. While at Goldman Sachs, Mr. Ferguson served a secondment as the Chief Executive Officer of American Golf, a portfolio company of Goldman Sachs. From 1983 to 1997, Mr. Ferguson worked for Paragon, a private real estate development and management company headquartered in Dallas, where he was directly involved the company's IPO in 1994 as Chief Financial Officer up until its merger with Camden Property Trust in 1997. The Nominating Stockholders believe that Mr. Ferguson's extensive real estate investment and management experience together with his senior level experience working at a large investment firm will make him a valuable addition to the Board.
Mark C. Gelnaw, 63, is a senior investment executive with significant experience leading, developing, and managing new businesses within various types of financial services environments. Mr. Gelnaw is currently the Managing Partner of Breakwater Ventures, LLC, a New York and Florida based company he founded in 2006 to develop, invest in, and manage a set of diverse business opportunities relating to real estate, energy services, medical devices, diagnostic equipment, and emerging companies. From 2000 to 2005, Mr. Gelnaw served in various senior management roles at Deutsche Bank in New York, where, among other roles, he was responsible for the development of the global real estate business by altering the strategic direction to a third-party business. From 1997 to 2000, Mr. Gelnaw was a Managing Director in the Equities Division of the London branch of Deutsche Bank Securities, Inc., where he served on the firm's Global Equity Management Committee. From 1986 to 1996, Mr. Gelnaw served in various senior roles at Deutsche Bank, Lehman Brothers, Inc., and Salomon, Inc. Mr. Gelnaw received a bachelor's degree in Accounting from Georgetown University and is a Certified Public Accountant. The Nominating Stockholders believe that Mr. Gelnaw's accounting background and his extensive investment management experience both at large public financial institutions and more recently through his own private company will make him a valuable addition to the Board.
Raymond V. Marino II, 62, has served in several senior executive positions with two publicly traded real estate investment trusts. From 2001 to 2012, he was a member of the Board of Directors, President and Chief Operating Officer of Mission West Properties, Inc., which developed, owned, and managed significant office and research and development space in the Silicon Valley of the San Francisco Bay area. From 1996 to 2000, Mr. Marino was the President and CEO and a member of the Board of Directors of Pacific Gateway Properties, Inc., which developed and owned a diverse portfolio of suburban and central business district multitenant office, multifamily, industrial, hospitality, retail, and mixed-use properties in five states. Mr. Marino served as Chief Financial Officer and Chief Operating Officer of the company from 1992 to 1996. Early in his career, Mr. Marino worked for four years at Coopers & Lybrand (now PriceWaterhouseCoopers LLP), and he held several other senior financial management positions with public and private companies. Mr. Marino is a graduate of Golden Gate University, where he obtained an M.S. degree, and of Santa Clara University, where he obtained a B.S. degree. The Nominating Stockholders believe that Mr. Marino's senior management roles in two publicly traded real estate investment trusts will make him a valuable addition to the Board.
John S. Moran, 59, has approximately 35 years of experience working in publicly traded real estate securities as a securities analyst, intuitional portfolio manager, investment manager and investor. Since 2018, Mr. Moran has worked as an Investment Analyst for Robotti Securities, LLC, a broker-dealer registered with the U.S. Securities and Exchange Commission. From 2015 to 2018, Mr. Moran was a Vice President at JP Morgan Securities. Mr. Moran has also served in various senior financial analyst and investment management roles at several financial institutions including Morgan Stanley, Kidder Peabody, A.G. Edwards & Sons, Ingalls & Snyder, and PRA Securities Advisors, which is now a subsidiary of Heitman Capital Management, where he served as a portfolio manager for one of the first dedicated institutional mutual funds for investing in real estate investment trusts. Mr. Moran holds a B.S. in Business Administration – Finance and Banking from the University of Missouri. He is a Chartered Financial Analyst (CFA) and also holds the FINRA Series 7 and 63 licenses with Robotti Securities, LLC. The Nominating Stockholders believe that Mr. Moran's substantial investment analyst experience, especially in the area of real estate investment trusts, will make him a valuable addition to the Board.
Gregory Morillo, 35, is an independent investment management and real estate industry professional with significant experience investing in direct real estate as well as publicly traded real estate and real estate related securities. Mr. Morillo founded Lionbridge Capital, LP in 2018, a value-oriented investment company that invests in REITs and real estate related companies. Prior to founding Lionbridge, from 2015 to 2018, Mr. Morillo was an Analyst at Kingstown Capital LP, a value-oriented investment partnership that focuses on special situation securities across the capital structure. Previously, Mr. Morillo worked at Talisman Group, LLC and Wesley Capital Management, LLC, where he was responsible for real estate related investments. Mr. Morillo received his B.S. in Economics from the Wharton School at the University of Pennsylvania in 2008. The Nominating Stockholders believe that Mr. Morillo will be a valuable addition to the Board because of his extensive real estate investment and management experience, together with his familiarity with the capital markets and institutional investors.
James O'Leary, 57, served as Chairman of the Board of Directors of BMC Stock Holdings, Inc., since 2015 until its merger with Builders FirstSource, which was consummated in January 2021. Mr. O'Leary now serves as a director of Builders FirstSource. Mr. O'Leary recently served as Chairman and Chief Executive Officer of WireCo WorldGroup, Inc., the world's leading supplier of steel and synthetic rope and electromechanical cable, from January 2017 until his retirement from that company in July 2019. He has served as Chairman and Senior Advisor to Kinematics Manufacturing Corp., a leading global supplier of slewing drive systems, since 2015, and as a member of Madison Dearborn Partners' Basic Industries' Advisory Group since 2014. He previously served as Chairman and Chief Executive Officer of Kaydon Corporation, Inc., a leading manufacturer of highly engineered industrial products, from 2007 until its sale in 2014, and was an independent director of that company from 2005 until 2007. He is a member of the Committee on Development and Alumni Relations & Government and Community Relations for Pace University. Mr. O'Leary holds a B.B.A. from Pace University and an M.B.A. from the Wharton School of the University of Pennsylvania. The Nominating Stockholder believe that Mr. O'Leary's experience in senior management of large manufacturing and highly engineered industrial products businesses will make him a valuable addition to the Board.
APPENDIX B – Corporate Expense Calculations and Assumptions
| (dollars in thousands) | ||||
|---|---|---|---|---|
| Asset management and other fees to related parties | ||||
| Expense reimbursements to related parties-corporate | ||||
| General and administrative | ||||
| Corporate overhead | ||||
| Annualized Corporate Overhead | ||||
| Trailing Twelve Month Net Operating Income ("TTM NOI") | ||||
| 2019 Proforma NOI | ||||
| Annualized Corporate Overhead / TTM NOI | ||||
| Annualized Asset management and other fees to related parites / TTM NOI | ||||
| Annualized Corporate Overhead / 2019 Proforma NOI |
Notes:
-
- CMCT permanently eliminated its \$1.1 million annual base service fee starting in 2Q 2020 and replaced it with an incentive fee. We therefore annualize 3Q 2020 contributions to corporate overhead to account for this benefit and better reflect in-place corporate expenses.
-
- Source: CMCT Form 10-Q and Form 10-K filings. 2019 proforma NOI defined by Nominating Stockholders as the midpoint of CMCT's 2019 guidance for 2019 "Segment NOI from retained properties and lending activities" as disclosed on Form 8-K filed on 11/8/19, which adjusts for properties sold during 2019.
| (dollars in thousands) | 4Q 2019 | 1Q 2020 | 2Q 2020 | 3Q 2020 | Trailing Twelve Month ("TTM") |
|---|---|---|---|---|---|
| Net Operating Income ("NOI") | |||||
| Douglas Emmett Inc | \$ 166,635 |
\$ 172,330 |
\$ 138,639 |
\$ 138,718 |
\$ 616,322 |
| Kilroy Realty Corp. | 154,679 | 157,826 | 157,410 | 163,091 | 633,006 |
| Hudson Pacific Properties Inc | 136,096 | 131,717 | 126,048 | 121,176 | 515,037 |
| American Assets Trust Inc | 62,841 | 63,130 | 56,167 | 53,675 | 235,813 |
| General & Administrative Expense ("G&A") | |||||
| Douglas Emmett Inc ("DEI") | \$ 9,859 |
\$ 10,335 |
\$ 9,863 |
\$ 9,469 |
\$ 39,526 |
| Kilroy Realty Corp. ("KRC") | 22,365 | 19,010 | 18,897 | 18,572 | 78,844 |
| Hudson Pacific Properties Inc ("KRC") | 17,848 | 18,618 | 17,897 | 17,428 | 71,791 |
| American Assets Trust Inc ("AAT") | 6,376 | 6,820 | 6,679 | 6,438 | 26,313 |
| TTM G&A / TTM NOI | |||||
| Douglas Emmett Inc ("DEI") | 6.4% |
|---|---|
| Kilroy Realty Corp. ("KRC") | 12.5% |
| Hudson Pacific Properties Inc ("KRC") | 13.9% |
| American Assets Trust Inc ("AAT") | 11.2% |
| Average | 11.0% |
Notes:
-
- The Nominating Stockholders believe that DEI, KRC, HHP and AAT are an appropriate peer group given DEI, KRC and HPP are West Coast office REITs and AAT is a West Coast diversified REIT with a heavy office component. All four own principally institutional grade properties, as does CMCT. None of the peer-group companies are externally advised as there are no public REITs with CMCT's asset composition (i.e. institutional grade, West Coast) that are externally advised. The Nominating Stockholders believe "General & Administrative Expense" at the peer group companies comprises substantially all non-property-level corporate expenses for these companies as all are internally managed, and none pay fees or reimburse expenses to an advisor.
-
- Source: Form 10-K, Form 10-Q, and quarterly supplement filings of peer-group companies. KRC 2Q G&A excludes \$19.7 million of severance charges.
ROBOTTI & COMPANY ADVISORS, LLC One Grand Central Place 60 East 42 nd , Suite 3100 New York, NY 10165
LIONBRIDGE CAPITAL LP 600 Madison Avenue, 15th Floor New York, NY 10022
Thank you for agreeing to serve as a nominee for election to the Board of Directors of CIM Commercial Trust Corporation (the "Company") in connection with the proxy solicitation that Robotti & Company Advisors, LLC ("Robotti") and certain of its affiliates (collectively, the "Robotti Group") and Lionbridge Capital LP ("Lionbridge") and certain of its affiliates (collectively, the "Lionbridge Group," and together with the Robotti Group, the "Robotti-Lionbridge Group") is considering undertaking to nominate and elect directors at the Company's 2021 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Robotti-Lionbridge Group Solicitation"). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter (this "Agreement") will set forth the terms of our agreement.
The members of the Robotti-Lionbridge Group agree to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Robotti-Lionbridge Group Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this Agreement; provided further, that upon your becoming a director of the Company, this indemnification shall not apply to any claims made against you in your capacity as a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys' fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Robotti-Lionbridge Group Solicitation and any related transactions (each, a "Loss").
In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the Robotti-Lionbridge Group prompt written notice of such claim or Loss (provided that failure to promptly notify the Robotti-Lionbridge Group shall not relieve us from any liability which we may have on account of this Agreement, except to the extent we shall have been materially prejudiced by such failure). Upon receipt of such written notice, the Robotti-Lionbridge Group will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein. The Robotti-Lionbridge Group may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim. Robotti will pay 60% and Lionbridge will pay 40% of any Loss. If either such party pays in excess of its share, the other party will promptly upon request reimburse the such party for its respective portion of such Loss. Upon request, the party seeking reimbursement will provide the other party with reasonable documentation evidencing its expenses. Notwithstanding the foregoing, a party will not be entitled to contribution for any expense or liability arising out of such party's or its group's breach of this Agreement or any other agreement between the parties, a violation of the law or regulations, fraud, willful misconduct or gross negligence.
You hereby agree to keep confidential and not disclose to any party, without the consent of the Robotti-Lionbridge Group, any confidential, proprietary or non-public information (collectively, "Information") of the Robotti-Lionbridge Group, its affiliates or any members of any group formed by the Robotti-Lionbridge Group pursuant to Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended ("Schedule 13D Group") which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the Robotti-Lionbridge Group, its affiliates or any members of any Schedule 13D Group or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.
Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the Robotti-Lionbridge Group in writing so that the Robotti-Lionbridge Group or any member thereof may seek a protective order or other appropriate remedy or, in the Robotti-Lionbridge Group's sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained or the Robotti-Lionbridge Group does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of the Robotti-Lionbridge Group and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.
All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the Robotti-Lionbridge Group and, upon the request of a representative of the Robotti-Lionbridge Group, all such Information shall be returned or, at the Robotti-Lionbridge Group's option, destroyed by you, with such destruction confirmed by you to the Robotti-Lionbridge Group in writing.
This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.
[Remainder of page left blank intentionally]
If you agree to the foregoing terms, please sign below to indicate your acceptance.
Very truly yours,
Robotti & Company Advisors, LLC
By:
Name: Robert E. Robotti Title: President
Lionbridge Capital LP
By: Name: Gregory Morillo
Title: Managing Partner
ACCEPTED AND AGREED:
[NOMINEE]
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
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CIM COMMERCIAL TRUST CORPORATION
(Name of Registrant as Specified in Its Charter)
ENGINE CAPITAL, L.P. ENGINE JET CAPITAL, L.P. ENGINE CAPITAL MANAGEMENT, LP ENGINE CAPITAL MANAGEMENT GP, LLC ENGINE INVESTMENTS, LLC ARNAUD AJDLER SAM BAKHSHANDEHPOUR ALAN L. BAZAAR CHARLES R. HOLZER JOHN T. LIVINGSTON STUART M. MILSTEIN
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Engine Capital, L.P., together with the other participants named herein (collectively, "Engine"), intends to file a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highlyqualified director nominees at the 2021 annual meeting of stockholders of CIM Commercial Trust Corporation, a Maryland corporation.
On December 11, 2020, Engine issued the following press release:
Engine Capital Nominates a Slate of Highly Qualified Director Candidates for Election at CMCT's 2021 Annual Meeting of Shareholders
Reiterates Belief that the Status Quo is Untenable and that the Company's Board Must Act Decisively to Unlock Shareholder Value
Confident that its Slate of Six Highly Qualified, Independent Nominees with Significant Relevant Industry and Financial Expertise Will Revitalize the Board and Deliver Results for all CMCT's Shareholders
NEW YORK, December 11, 2020 /Business Wire/ -- Engine Capital, L.P. (together with its affiliates, "Engine"), a shareholder of CIM Commercial Trust Corporation ("CMCT" or the "Company") (NASDAQ: CMCT) with an ownership of approximately 6.1% of the Company, today announced that it has nominated a slate of six highly qualified director candidates, Arnaud Ajdler, Sam Bakhshandehpour, Alan L. Bazaar, Charles R. Holzer, John T. Livingston and Stuart M. Milstein, for election to the board of directors of CMCT (the "Board") at the Company's upcoming 2021 Annual Meeting of Shareholders.
Engine believes the case for much-needed change at the Company is predicated on the following:
- · The Company's stock price trades at \$12.06 per share, 1 a staggering 57.7% discount relative to its latest Net Asset Value ("NAV") of \$28.49 per share, while CMCT's shareholders continue to pay a management fee to CMCT's external operator and administrative services provider (together with its affiliates, "CIM Group") based on that NAV, highlighting what is in our view a misalignment of incentives between CMCT's shareholders and CIM Group.
- · Engine's concerns that certain of the Board's actions overwhelmingly favor the interests of CIM Group (whose principal, Mr. Ressler, is also Chairman of the Board of CMCT) to the detriment of CMCT's shareholders, including the fact that CIM Group is paid an annual management fee that represents an amount in excess of 5% of the Company's market capitalization. 2
- · The Board's decision to pay CIM Group first quarter management fees calculated based on the \$28.49 NAV per share but paid in CMCT shares based on a value of \$11.60 per share, which we believe was a self-serving and incredibly dilutive share issuance at a ~59% discount to the CMCT's NAV per share, whereby the Board de facto issued 1.4% of the Company to CIM Group at a very depressed share price. 3
1 Based on the closing share price on December 10, 2020.
2 Calculated by annualizing the \$7,126,000 in asset management fees paid to CIM Group for Q1 through Q3 2020 as disclosed in the Company's Quarterly Report on Form 10-Q and dividing that number by CMCT's market capitalization on December 10, 2020.
3 Calculated by dividing the 203,349 shares of CMCT issued to CIM Group for Q1 2020's asset management fees in lieu of a cash payment by the 14,602,149 shares of CMCT outstanding prior to such issuance as disclosed in the Company's 2019 Annual Report on Form 10-K.
- · Engine's concerns about the potential conflicts of interest between CMCT and CIM Group and the priorities of CMCT's Board given that three of CMCT's board members (Mr. Ressler, Avraham Shemesh and Shaul Kuba) are principals of CIM Group.
- · Engine's belief that the Board has failed its unaffiliated shareholders by refusing to acknowledge the inherent challenges in maintaining the Company's status as a small cap public REIT with an oversized overhead structure and to initiate a process to maximize value and allow shareholders to realize the intrinsic value of CMCT.
Engine believes shareholder engagement by a board is a basic bedrock of good corporate governance and questions CIM Group's recent public commitment to Environmental, Social and Governance (ESG) principles 4 while its Principal, Mr. Ressler, who is Chairman of the Board of CMCT, has been unwilling, despite numerous requests, to engage with Engine, the Company's largest unaffiliated shareholder.
Arnaud Ajdler, Managing Member of Engine Capital said "It is clear to us that the Board can no longer take a "business as usual" approach to overseeing the Company. Given the level of dissatisfaction expressed by the unaffiliated shareholders at the previous Annual Meeting, we expected the Board to have been more willing to work collaboratively with us in order to avoid a proxy contest. While we remain open to constructive dialogue, given the current Board's intransigent refusal to meet with us to discuss a framework to achieve that objective, we are left with no choice but to nominate a slate of six highly qualified director candidates at the upcoming Annual Meeting. CMCT deserves a board that is fully aligned with its shareholders and whose reputation is not eclipsed by any potential conflicts of interest. Our nominees are experienced business leaders with relevant industry experience that are committed to acting in the best interest of all shareholders as independent directors."
Engine's nominees are:
Arnaud Ajdler is the Managing Partner of Engine Capital Management, LP, a value-oriented investment firm and the Company's largest unaffiliated shareholder. Engine believes that Mr. Ajdler's investment expertise across a broad range of industries, together with his significant public company board experience and strong alignment with the interests of the Company's shareholders will make him a valuable asset to the Board.
Sam Bakhshandehpour currently serves as the President of ThinkFoodGroup, the company behind José Andrés' restaurant group. He is also the CEO & Managing Partner of Silverstone, a vertically integrated hospitality and lifestyle firm, and the Co-Founder and Principal of Cultivate Hospitality Group, a full-service food & beverage management consulting firm. Engine believes that Mr. Bakhshandehpour is a seasoned business executive whose leadership roles in real estate, hospitality and investment banking will make him a valuable addition to the Board.
Alan L. Bazaar is the Chief Executive Officer of Hollow Brook Wealth Management LLC, an investment advisory services firm. Currently, Mr. Bazaar serves as the Chairman of the Board of Directors of Wireless Telecom Group, Inc. (NYSE AMERICAN: WTT), which designs and manufactures radio frequency and microwave-based products for wireless and advanced communications industries. Engine believes that Mr. Bazaar's successful track record as an accomplished business leader with significant experience as a CEO and public company director would make him a valuable addition to the Board.
4 See page 12 of CMCT's Q3 2020 Presentation attached as Exhibit 99.2 to the Company's Current Report on 8-K, filed on November 9, 2020.
Charles R. Holzer is the Chief Executive Officer and owner of Worth Capital Holdings LLC, where some of his responsibilities have included the acquisition, financing, development and management of \$1,000,000,000 in various real estate transactions as well as the creation, operation and eventual sale of a nationwide commercial mortgage finance company. Currently, Mr. Holzer serves on the Board of Directors of each of Waitr Holdings Inc. (NASDAQ: WTRH), a leader in on-demand food ordering and delivery, the Treehouse Real Estate Investment Trust Inc., a real estate investment company, and BeaconLight Capital, LLC, an alternative asset management firm,. Engine believes that Mr. Holzer's significant financial and managerial experience, which includes real estate investments and development, makes him well qualified to serve on the Board.
John T. Livingston has served as an active private investor in real estate projects nationally, since August 2018. Most recently, Mr. Livingston was the Founder and served as the Chief Executive Officer of AECOM Capital, a co-GP real estate fund and subsidiary of AECOM (NYSE: ACM), a premier global infrastructure consulting firm, from October 2012 to August 2018. Engine believes that Mr. Livingston's expertise in real estate as a result of decades of experience as a lender, acquisitions officer, professor, developer, investor, president and chief executive officer of both a development and construction company, make him well qualified to serve on the Board.
Stuart M. Milstein is the Founder and Principal of Drake Street Partners LLC, which is a real estate investment firm focused on value-add repositioning opportunities in the New York metro area. Mr. Milstein's professional experience includes prior roles as Senior Vice President – Acquisitions for Beacon Capital Partners, LLC, a real estate investment firm and Vice President – Acquisitions and Capital Markets for Vornado Realty Trust (NYSE: VNO). Engine believes that Mr. Milstein's significant experience in the real estate investment industry will make him a valuable addition to the Board.
ABOUT ENGINE CAPITAL
Engine Capital is a value-oriented special situations fund that invests both actively and passively in companies undergoing change.
Investor contact: Engine Capital, L.P. Arnaud Ajdler (212) 321-0048 [email protected]
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Engine Capital, L.P. ("Engine Capital"), together with the other participants named herein (collectively, "Engine"), intends to file a preliminary proxy statement and an accompanying WHITE proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of director nominees at the 2021 annual meeting of stockholders of CIM Commercial Trust Corporation, a Delaware corporation (the "Company").
ENGINE STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A WHITE PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are expected to be Engine Capital, Engine Jet Capital, L.P. ("Engine Jet"), Engine Capital Management, LP ("Engine Management"), Engine Capital Management GP, LLC ("Engine GP"), Engine Investments, LLC ("Engine Investments"), Arnaud Ajdler, Sam Bakhshandehpour, Alan L. Bazaar, Charles R. Holzer, John T. Livingston and Stuart M. Milstein (collectively, the "Participants").
As of the date hereof, Engine Capital directly owned 749,179 shares of Common Stock, \$0.01 par value (the "Common Stock"), of the Company. As of the date hereof, Engine Jet directly owned 161,553 shares of Common Stock. Engine Management, as the investment manager of each of Engine Capital and Engine Jet, may be deemed the beneficial owner of the 910,732 shares of Common Stock owned directly by Engine Capital and Engine Jet. Engine GP, as the general partner of Engine Management, may be deemed the beneficial owner of the 910,732 shares of Common Stock owned directly by Engine Capital and Engine Jet. Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed the beneficial owner of the 910,732 shares of Common Stock owned directly by Engine Capital and Engine Jet. Mr. Ajdler, as the Managing Partner of Engine Management, and the Managing Member of each of Engine GP and Engine Investments, may be deemed the beneficial owner of the 910,732 shares of Common Stock owned directly by Engine Capital and Engine Jet. As of the date hereof, none of Messrs. Bakhshandehpour, Bazaar, Holzer, Livingston and Milstein beneficially owned any shares of Common Stock.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13D (Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
(Amendment No. 1)1
CIM Commercial Trust Corporation (Name of Issuer)
Common Stock, \$0.001 par value (Title of Class of Securities)
125525584 (CUSIP Number)
ANDREW FREEDMAN, ESQ. OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York, New York 10019 (212) 451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 11, 2020 (Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAME OF REPORTING PERSON | |||
|---|---|---|---|---|
| 2 | ENGINE CAPITAL, L.P. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|||
| (a) ☒ (b) ☐ |
||||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS | |||
| WC | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR | ☐ | ||
| 2(e) | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| DELAWARE | ||||
| NUMBER OF | 7 | SOLE VOTING POWER | ||
| SHARES | ||||
| BENEFICIALLY OWNED BY |
8 | 749,179 SHARED VOTING POWER |
||
| EACH | ||||
| REPORTING PERSON WITH |
- 0 - | |||
| 9 | SOLE DISPOSITIVE POWER | |||
| 749,179 | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| - 0 - | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 749,179 | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 14 | 5.1% TYPE OF REPORTING PERSON |
|||
| PN | ||||
| 1 | NAME OF REPORTING PERSON | |||
|---|---|---|---|---|
| ENGINE JET CAPITAL, L.P. | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ |
|||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS | |||
| WC | ||||
| 5 | 2(e) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| NUMBER OF | DELAWARE 7 |
SOLE VOTING POWER | ||
| SHARES | ||||
| BENEFICIALLY | 161,553 | |||
| OWNED BY | 8 | SHARED VOTING POWER | ||
| EACH REPORTING |
- 0 - | |||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | ||
| 161,553 | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| - 0 - | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 161,553 | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 14 | 1.1% TYPE OF REPORTING PERSON |
|||
| 1 | NAME OF REPORTING PERSON | |||
|---|---|---|---|---|
| ENGINE CAPITAL MANAGEMENT, LP | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ |
|||
| (b) ☐ | ||||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS | |||
| 5 | OO | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR | ☐ | |
| 2(e) | ||||
| 6 | ||||
| CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| DELAWARE | ||||
| NUMBER OF | 7 | SOLE VOTING POWER | ||
| SHARES BENEFICIALLY |
910,732 | |||
| OWNED BY | 8 | SHARED VOTING POWER | ||
| EACH | ||||
| REPORTING | - 0 - | |||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | ||
| 910,732 | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| - 0 - | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 910,732 | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 6.1% | ||||
| 14 | TYPE OF REPORTING PERSON | |||
| PN |
| 1 | NAME OF REPORTING PERSON | |||
|---|---|---|---|---|
| ENGINE CAPITAL MANAGEMENT GP, LLC | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ |
|||
| (b) ☐ | ||||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS | |||
| 5 | OO | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR | ☐ | |
| 2(e) | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| DELAWARE | ||||
| NUMBER OF | 7 | SOLE VOTING POWER | ||
| SHARES | ||||
| BENEFICIALLY | 910,732 | |||
| OWNED BY | 8 | SHARED VOTING POWER | ||
| EACH | ||||
| REPORTING | - 0 - | |||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | ||
| 910,732 | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| - 0 - | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 910,732 | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 6.1% | ||||
| 14 | TYPE OF REPORTING PERSON | |||
| OO |
| 1 | NAME OF REPORTING PERSON | |||
|---|---|---|---|---|
| ENGINE INVESTMENTS, LLC | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
| (a) ☒ (b) ☐ |
||||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS | |||
| OO | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR | ☐ | ||
| 2(e) | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| DELAWARE | ||||
| NUMBER OF SHARES |
7 | SOLE VOTING POWER | ||
| BENEFICIALLY | 910,732 | |||
| OWNED BY | 8 | SHARED VOTING POWER | ||
| EACH | ||||
| REPORTING | - 0 - | |||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | ||
| 910,732 | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| - 0 - | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 910,732 | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 6.1% | ||||
| 14 | TYPE OF REPORTING PERSON | |||
| OO |
| 1 | NAME OF REPORTING PERSON | |||
|---|---|---|---|---|
| ARNAUD AJDLER (a) ☒ |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
| (b) ☐ | ||||
| 3 | SEC USE ONLY | |||
| 4 | ||||
| SOURCE OF FUNDS | ||||
| OO | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR | ☐ | ||
| 2(e) | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| BELGIUM | ||||
| NUMBER OF | 7 | SOLE VOTING POWER | ||
| SHARES BENEFICIALLY |
910,732 | |||
| OWNED BY | 8 | SHARED VOTING POWER | ||
| EACH | ||||
| REPORTING | - 0 - | |||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | ||
| 910,732 | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| - 0 - | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 910,732 | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 6.1% | ||||
| 14 | TYPE OF REPORTING PERSON | |||
| IN |
| 1 | NAME OF REPORTING PERSON | |||
|---|---|---|---|---|
| SAM BAKHSHANDEHPOUR | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
|||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR | ☐ | ||
| 2(e) | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| USA | ||||
| NUMBER OF | 7 | SOLE VOTING POWER | ||
| SHARES BENEFICIALLY |
- 0 - | |||
| OWNED BY | 8 | SHARED VOTING POWER | ||
| EACH | ||||
| REPORTING | - 0 - | |||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | ||
| - 0 - | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| - 0 - | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 12 | - 0 - CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 14 | 0% TYPE OF REPORTING PERSON |
|||
| IN |
| 1 | NAME OF REPORTING PERSON | |||
|---|---|---|---|---|
| ALAN L. BAZAAR | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ |
|||
| (b) ☐ | ||||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS | |||
| 5 | 2(e) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| USA | ||||
| NUMBER OF | 7 | SOLE VOTING POWER | ||
| SHARES BENEFICIALLY |
- 0 - | |||
| OWNED BY | 8 | SHARED VOTING POWER | ||
| EACH | ||||
| REPORTING | - 0 - | |||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | ||
| - 0 - | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| - 0 - | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| - 0 - | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 0% | ||||
| 14 | TYPE OF REPORTING PERSON | |||
| IN |
| 1 | NAME OF REPORTING PERSON | |||
|---|---|---|---|---|
| CHARLES R. HOLZER | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ |
|||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS | |||
| 5 | 2(e) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| USA | ||||
| NUMBER OF | 7 | SOLE VOTING POWER | ||
| SHARES | ||||
| BENEFICIALLY | - 0 - | |||
| OWNED BY EACH |
8 | SHARED VOTING POWER | ||
| REPORTING | - 0 - | |||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | ||
| 10 | - 0 - SHARED DISPOSITIVE POWER |
|||
| - 0 - | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| - 0 - | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
| ☐ | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 0% | ||||
| 14 | TYPE OF REPORTING PERSON | |||
| IN |
| 1 | NAME OF REPORTING PERSON | |||
|---|---|---|---|---|
| JOHN T. LIVINGSTON | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ |
|||
| (b) ☐ | ||||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR | |||
| 2(e) | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| USA | ||||
| NUMBER OF | 7 | SOLE VOTING POWER | ||
| SHARES | ||||
| BENEFICIALLY OWNED BY |
8 | - 0 - SHARED VOTING POWER |
||
| EACH | ||||
| REPORTING | - 0 - | |||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | ||
| 10 | - 0 - SHARED DISPOSITIVE POWER |
|||
| - 0 - | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 12 | - 0 - CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 14 | 0% TYPE OF REPORTING PERSON |
|||
| IN |
| NAME OF REPORTING PERSON | |||
|---|---|---|---|
| (a) ☒ (b) ☐ |
|||
| ☐ | |||
| 2(e) | |||
| 7 | SOLE VOTING POWER | ||
| 9 | SOLE DISPOSITIVE POWER | ||
| ☐ | |||
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| IN | |||
| SEC USE ONLY USA 8 10 - 0 - 0% |
STUART M. MILSTEIN CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP SOURCE OF FUNDS CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR CITIZENSHIP OR PLACE OF ORGANIZATION - 0 - SHARED VOTING POWER - 0 - - 0 - SHARED DISPOSITIVE POWER - 0 - AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES TYPE OF REPORTING PERSON |
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1"). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
Item 2. Identity and Background.
Item 2 is hereby amended and restated to read as follows:
- (a) This statement is filed by:
- (i) Engine Capital, L.P., a Delaware limited partnership ("Engine Capital"), with respect to the Shares directly and beneficially owned by it;
- (ii) Engine Jet Capital, L.P., a Delaware limited partnership ("Engine Jet"), with respect to the Shares directly and beneficially owned by it;
- (iii) Engine Capital Management, LP, a Delaware limited partnership ("Engine Management"), as the investment manager of each of Engine Capital and Engine Jet;
- (iv) Engine Capital Management GP, LLC, a Delaware limited liability company ("Engine GP"), as the general partner of Engine Management;
- (v) Engine Investments, LLC, a Delaware limited liability company ("Engine Investments"), as the general partner of each of Engine Capital and Engine Jet;
- (vi) Arnaud Ajdler, as the managing partner of Engine Management, the managing member of each of Engine GP and Engine Investments and as a nominee for the Board of Directors of the Issuer (the "Board");
- (vii) Sam Bakhshandehpour, as a nominee for the Board;
- (viii) Alan L. Bazaar, as a nominee for the Board;
- (ix) Charles R. Holzer, as a nominee for the Board;
- (x) John T. Livingston, as a nominee for the Board; and
- (xi) Stuart M. Milstein, as a nominee for the Board.
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of Engine Capital, Engine Jet, Engine Management, Engine GP, Engine Investments, and Mr. Ajdler is 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105. The principal business address of Mr. Bakhshandehpour is 2029 Verdugo Blvd #105, Montrose, California 91020. The principal business address of Mr. Bazaar is 9 Bedford Road, Katonah, New York 10536. Mr. Holzer does not currently have a principal business address. The principal business address of Mr. Livingston is 852 22nd Street, Santa Monica, California 90403. The principal business address of Mr. Milstein is c/o Drake Street Partners LLC, 555 Madison Avenue, 5th Floor, New York, New York 10022.
(c) The principal business of each of Engine Capital and Engine Jet is investing in securities. Engine Management is the investment manager of each of Engine Capital and Engine Jet. Engine GP serves as the general partner of Engine Management. Engine Investments serves as the general partner of each of Engine Capital and Engine Jet. Mr. Ajdler serves as the managing partner of Engine Management and the managing member of each of Engine GP and Engine Investments. The principal occupation of Mr. Bakhshandehpour is serving as the President of ThinkFoodGroup, as the CEO & Managing Partner of Silverstone, and as the Co-Founder and Principal of Cultivate Hospitality Group. The principal occupation of Mr. Bazaar is serving as the Chief Executive Officer of Hollow Brook Wealth Management LLC. The principal occupation of Mr. Holzer is serving as the Chief Executive Officer and Owner of Worth Capital Holdings LLC. The principal occupation of Mr. Livingston is serving as an active investor in real estate projects nationally. The principal occupation of Mr. Milstein is serving as the Principal of Drake Street Partners LLC.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Ajdler is a citizen of Belgium. Messrs. Bakhshandehpour, Bazaar, Holzer, Livingston, and Milstein are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of Engine Capital and Engine Jet were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 749,179 Shares beneficially owned by Engine Capital is approximately \$10,851,460, including brokerage commissions. The aggregate purchase price of the 161,553 Shares beneficially owned by Engine Jet is approximately \$2,346,802, including brokerage commissions.
The aggregate purchase price of the 458,415 notional Shares underlying the Swap Agreements (described in Item 6) is approximately \$6,999,997, including brokerage commissions.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
On December 11, 2020, the Reporting Persons issued a press release announcing the nomination of six highly-qualified independent candidates for election to the Board at the Issuer's 2021 annual meeting of stockholders (the "Annual Meeting"). The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Also on December 11, 2020, Engine Capital delivered a letter to the Issuer (the "Nomination Letter") nominating a slate of six highly qualified director candidates, including Arnaud Ajdler, Sam Bakhshandehpour, Alan L. Bazaar, Charles R. Holzer, John T. Livingston, and Stuart M. Milstein (collectively, the "Nominees"), for election to the Board at the Annual Meeting. As evidenced by their detailed biographies below, the Nominees have backgrounds spanning real estate, operations, finance, investing, strategic transformation, and public company governance.
Arnaud Ajdler has served as the Managing Partner of Engine Capital Management, LP, a value-oriented investment firm, since 2013. Previously, Mr. Ajdler served as a Managing Director of Crescendo Partners L.P., a principal investment firm, from 2005 to 2013. From 2004 until 2006, Mr. Ajdler also served as the Chief Financial Officer, a director and the Secretary of Arpeggio Acquisition Corporation, a special purpose acquisition company, which completed a business combination with Hill International, Inc. (NYSE: HIL) ("Hill"), a worldwide construction consulting firm, in 2006, and until 2009, Mr. Ajdler served as a director of Hill. Mr. Ajdler re-joined the board of directors of Hill in October 2018. Mr. Ajdler is also an Adjunct Professor at Columbia University Business School where he teaches a course in Value Investing. Previously, Mr. Ajdler served as a director of each of Recro Pharma, Inc. (NASDAQ: REPH), a leading contract development and manufacturing organization, from March 2019 to May 2020, Stewart Information Services Corporation (NYSE: STC), a provider of title insurance and real estate services worldwide, from May 2014 to December 2019, StarTek, Inc. (Nasdaq: SRT), a provider of business process outsourcing services, from May 2015 to March 2018, Destination Maternity Corporation (NASDAQ: DEST), the world's largest designer and retailer of maternity apparel, from March 2008 to October 2017 (including as Non-Executive Chairman from February 2011 to October 2017), Imvescor Restaurant Group, Inc. (TSE: IRG), a Canadian franchisor of restaurant concepts, from July 2013 to March 2016, Charming Shoppes, Inc., a specialty and plus size clothing retail company, from 2008 until the company was acquired in 2012, O'Charley's Inc., a multi-concept restaurant company, from March 2012 until the company was acquired in April 2012, and The Topps Company, Inc., a company that provides baseball, football, hockey, entertainment and pop culture products, from 2006 until the company was acquired in 2007. Mr. Ajdler received a B.S. from Free University of Brussels, a S.M. from Massachusetts Institute of Technology and an M.B.A from Harvard Business School.
Sam Bakhshandehpour has served as the President of ThinkFoodGroup, the company behind José Andrés' restaurant group, since October 2020. He is also the CEO & Managing Partner of Silverstone, a vertically integrated hospitality and lifestyle firm, since May 2015, and the Co-Founder and Principal of Cultivate Hospitality Group, a full-service food & beverage management consulting firm, since January 2017. Previously, Mr. Bakhshandehpour served as President, Chief Executive Officer and member of the Board of Directors of sbe Entertainment, a global lifestyle hospitality company, from 2012 to April 2015, where he was responsible for its global strategic growth and operations across the Hotel, Restaurant and Entertainment Divisions. Mr. Bakhshandehpour had an extensive career at JPMorgan Chase & Co. (NYSE: JPM), a leading global financial services firm, from 2002 to 2012, where he most recently served as a Managing Director in the Real Estate & Lodging Investment Banking practice on the West Coast and the Gaming Investment Banking practice globally. He began his career as a Financial Analyst at the Deutsche Bank Corporation (NYSE: DB) (f/k/a Alex. Brown & Sons), a German multinational investment bank and financial services company, from 1997 to 1999. Currently, Mr. Bakhshandehpour serves on the Board of Directors of The New Home Company Inc. (NYSE: NWHM), a new generation homebuilder, since January 2014. Mr. Bakhshandehpour serves as a trustee of Georgetown University's McDonough School of Business and the Calthrop School. He is also a founding member of the Georgetown Wall Street Alliance West and a Senior Advisor to CREO Montiminy & Co. He holds his Series 7, 24 and 63 FINRA licenses. Mr. Bakhshandehpour holds a Bachelor of Science in Business Administration from Georgetown University with a double major in Finance and International Business.
Alan L. Bazaar has served as the CEO of Hollow Brook Wealth Management LLC, an investment advisory services firm, where he is responsible for firm-wide operations, investment research, and portfolio management, since January 2013, and before that, as a Managing Director, from 2010 to 2012. Prior to that, Mr. Bazaar was a Managing Director and Portfolio Manager at Richard L. Scott Investments, LLC, a private investment firm, where he co-managed the public equity portfolio and was responsible for all elements of due diligence, from July 1999 until December 2009. Previously, Mr. Bazaar was employed by Arthur Anderson LLP in the Assurance and Financial Buyer's Practices group and in the Business Fraud and Investigation Services Unit. Currently, Mr. Bazaar serves as the Chairman of the Board of Directors of Wireless Telecom Group, Inc. (NYSE AMERICAN: WTT), which designs and manufactures radio frequency and microwave-based products for wireless and advanced communications industries, since April 2014, and as a director, since June 2013. In addition, Mr. Bazaar has served on the Board of Directors of PDL BioPharma, Inc. (NASDAQ: PDLI), a developer of innovative therapeutics and healthcare technologies, since February 2020. Previously, Mr. Bazaar served on the Board of Directors of each of Hudson Global, Inc. (NASDAQ: HSON), a talent solutions provider, from June 2015 to May 2019, Sparton Corporation (formerly NYSE: SPA) a provider of design, development and manufacturer services for complex electromechanical devices, from May 2016 until it was acquired by Sparton Parent, Inc. (f/k/a Striker Parent 2018, LLC), an affiliate of Cerberus Capital Management, L.P., in May 2019, LoJack Corporation (formerly NASDAQ: LOJN), a provider of products and services for tracking and recovering cars, trucks, and other valuable mobile assets, from March 2015 until it was acquired by CalAmp Corp. (NASDAQ: CAMP) in March 2016, NTS, Inc. (formerly NYSE AMERICAN: NTS), a provider of advanced communication services, from December 2012 until it was acquired by an affiliate of private equity firm, Tower Three Partners LLC, in June 2014, and Media Sciences International, Inc. (formerly NASDAQ: MSII), a manufacturer and distributor of business color printer supplies and industrial ink applications in the United States, from 2004 to April 2008. Mr. Bazaar also previously served as a director of Airco Industries, Inc., a privately held manufacturer of aerospace products. Mr. Bazaar holds a B.A. from Bucknell University and both an M.S. in Accounting and an M.B.A. from the Stern School of Business at New York University. Mr. Bazaar is a Certified Public Accountant.
Charles R. Holzer has served as the Chief Executive Officer and owner of Worth Capital Holdings LLC, a family-owned real estate and finance company, since September 2003, where his responsibilities have included the acquisition, financing, development and management of \$1,000,000,000 in various real estate transactions; the creation, operation and eventual sale of a nationwide commercial mortgage finance company; as well as the purchase of various non-performing loan packages from the Resolution Trust Company and other financial institutions. Additionally, Mr. Holzer supervises the retail division of his family holdings where representative tenants have included Louis Vuitton, Chanel, and Van Cleef and Arpels. Currently, Mr. Holzer serves on the Board of Directors of each of Waitr Holdings Inc. (NASDAQ: WTRH), a leader in on-demand food ordering and delivery, since April 2020, the Treehouse Real Estate Investment Trust Inc., a real estate investment company, since January 2019, and BeaconLight Capital, LLC, an alternative asset management firm, since January 2010. Mr. Holzer also serves as a trustee of the Rogal Foundation, a charitable trust, where he is responsible for the selection of investment managers, as well as allocating assets, since 2002. Mr. Holzer holds a B.A. from Harvard University.
John T. Livingston has served as an active private investor in real estate projects nationally, since August 2018. Most recently, Mr. Livingston was the Founder and served as the Chief Executive Officer of AECOM Capital, a co-GP real estate fund and subsidiary of AECOM (NYSE: ACM), a premier global infrastructure consulting firm, from October 2012 to August 2018. Prior to 2012, Mr. Livingston served as the CEO of Global Construction for AECOM from July 2010 to October 2012. Prior to that Mr. Livingston served in a number of executive leadership positions at Tishman Realty & Construction, a vertically-integrated real estate owner, developer and builder, from January 1994 to July 2010, including serving as President of Tishman Construction Corporation from June 2002 until July 2010 when it was acquired by AECOM and as President of Tishman Urban Development Corporation, from January 1994 to June 2002. Prior to that, Mr. Livingston served as a Partner at The Linpro Company, a real estate developer, from May 1989 to January 1994. Prior to that Mr. Livingston worked for the City of New York as the executive vice president of development for the NYC Public Development Corporation under Mayor Ed Koch for three years, worked in acquisitions for a Swiss investment firm for five years and started his career as a lender for New England Life in Boston. Currently, Mr. Livingston serves on the Board of Directors of Urban Umbrella, LLC, an innovative designer and producer of scaffolding for the future of city sidewalks, since June 2019. Mr. Livingston also served as an adjunct professor at Columbia University's School of Business and for Columbia's Master's in Real Estate Program, where he was also the Director of the program for one year. He has also lectured at Cornell University, Massachusetts Institute of Technology and the University of Pennsylvania. He was a member of the Urban Land Institute, and was a member of the Advisory Board for the Institute of Urban Research at the University of Pennsylvania. Mr. Livingston holds a degree in architecture from the University of Pennsylvania and a master's degree in city planning from Harvard's Graduate School of Design.
Stuart M. Milstein is the Principal of Drake Street Partners LLC, an entity he founded in January 2015 to invest in value-add repositioning opportunities in the New York metro area. Mr. Milstein served as Senior Vice President – Acquisitions for Beacon Capital Partners, LLC, a real estate investment firm, where he also served as a member of its Investment Committee, from October 2010 until January 2015. Prior to that, Mr. Milstein served as Vice President – Acquisitions and Capital Markets for Vornado Realty Trust (NYSE:VNO), a real estate investment trust, from 2002 until 2010. Mr. Milstein's professional experience also includes serving as an investment banking financial analyst at Bear, Stearns & Co. Inc., a former global investment bank, and Laidlaw Equities, Inc., a provider of investment banking and financial advisory services. Mr. Milstein has been a member of each of the Real Estate Board of New York, a trade association for the real estate industry in New York City, since January 2006, the Young Men's / Women's Real Estate Association, since September 2008, and the Urban Land Institute, a nonprofit research and education organization, since March 2011. Mr. Milstein holds a B.A. from Yeshiva University and an M.B.A. from Columbia Business School.
Item 5. Interest in Securities of the Issuer.
Items 5(a) – (c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 14,827,410 Shares outstanding as of November 4, 2020, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020.
- A. Engine Capital
- (a) As of the date hereof, Engine Capital directly owned 749,179 Shares.
Percentage: Approximately 5.1%
- (b) 1. Sole power to vote or direct vote: 749,179
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 749,179
-
- Shared power to dispose or direct the disposition: 0
-
- B. Engine Jet
- (a) As of the date hereof, Engine Jet directly owned 161,553 Shares.
Percentage: Approximately 1.1%
- (b) 1. Sole power to vote or direct vote: 161,553
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 161,553
-
- Shared power to dispose or direct the disposition: 0
-
- C. Engine Management
- (a) Engine Management, as the investment manager of each of Engine Capital and Engine Jet, may be deemed to beneficially own the 910,732 Shares owned in the aggregate by Engine Capital and Engine Jet.
Percentage: Approximately 6.1%
-
(b) 1. Sole power to vote or direct vote: 910,732
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 910,732
-
-
Shared power to dispose or direct the disposition: 0
D. Engine GP
(a) Engine GP, as the general partner of Engine Management, may be deemed to beneficially own the 910,732 Shares owned in the aggregate by Engine Capital and Engine Jet.
Percentage: Approximately 6.1%
- (b) 1. Sole power to vote or direct vote: 910,732
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 910,732
-
- Shared power to dispose or direct the disposition: 0
-
- E. Engine Investments
- (a) Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the 910,732 Shares owned in the aggregate by Engine Capital and Engine Jet.
Percentage: Approximately 6.1%
- (b) 1. Sole power to vote or direct vote: 910,732
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 910,732
-
- Shared power to dispose or direct the disposition: 0
-
- F. Mr. Ajdler
- (a) Mr. Ajdler, as the managing partner of Engine Management and the managing member of each of Engine GP and Engine Investments, may be deemed to beneficially own the 910,732 Shares owned in the aggregate by Engine Capital and Engine Jet.
Percentage: Approximately 6.1%
-
(b) 1. Sole power to vote or direct vote: 910,732
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 910,732
-
- Shared power to dispose or direct the disposition: 0
-
-
G. Mr. Bakhshandehpour
- (a) As of the date hereof, Mr. Bakhshandehpour did not own any Shares.
Percentage: 0%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 0
-
H. Mr. Bazaar
(a) As of the date hereof, Mr. Bazaar did not own any Shares.
Percentage: 0%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 0
-
- I. Mr. Holzer
- (a) As of the date hereof, Mr. Holzer did not own any Shares.
Percentage: 0%
-
(b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 0
-
-
J. Mr. Livingston
- (a) As of the date hereof, Mr. Livingston did not own any Shares.
Percentage: 0%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 0
-
K. Mr. Milstein
(a) As of the date hereof, Mr. Milstein did not own any Shares.
Percentage: 0%
- (b) 1. Sole power to vote or direct vote: 0
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 0
-
- Shared power to dispose or direct the disposition: 0
-
Each Reporting Person may be deemed to be a member of a "group" with the other Reporting Persons for the purposes of Section 13(d) (3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own the Shares owned in the aggregate by all of the Reporting Persons. Each Reporting Person disclaims beneficial ownership of the Shares that he, she or it does not directly own.
(c) The Reporting Persons have not entered into any transactions in the Shares during the past sixty (60) days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following:
Engine Jet has entered into certain cash-settled equity swap agreements with several unaffiliated third party financial institutions as the respective counterparties (the "Swap Agreements"). Collectively, the Swap Agreements held by Engine represent economic exposure to an aggregate of 458,415 notional Shares. Engine Jet does not have the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Swap Agreements.
On December 11, 2020, the Reporting Persons entered into a Joint Filing and Solicitation Agreement pursuant to which, among other things, the parties agreed to (a) the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer and (b) solicit proxies for the election of the Nominees at the Annual Meeting. A copy of the Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Engine Capital has entered into letter agreements pursuant to which it and its affiliates agreed to indemnify the Nominees (other than Mr. Ajdler) against claims arising from the solicitation of proxies from the Issuer's stockholders in connection with the Annual Meeting and any related transactions. A form of the indemnification letter agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended to add the following exhibits:
- 99.1 Press Release, dated December 11, 2020.
- 99.2 Joint Filing and Solicitation Agreement by and among Engine Capital, L.P., Engine Jet Capital, L.P., Engine Capital Management, LP, Engine Capital Management GP, LLC, Engine Investments, LLC, Arnaud Ajdler, Sam Bakhshandehpour, Alan L. Bazaar, Charles R. Holzer, John T. Livingston and Stuart M. Milstein, dated December 11, 2020.
- 99.3 Form of Indemnification Letter Agreement.
- 99.4 Powers of Attorney.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 11, 2020
Engine Capital, L.P.
By: Engine Investments, LLC, General Partner
By: /s/ Arnaud Ajdler
Name: Arnaud Ajdler Title: Managing Member
Engine Jet Capital, L.P.
By: Engine Investments, LLC, General Partner
By: /s/ Arnaud Ajdler
| Name: | Arnaud Ajdler |
|---|---|
| Title: | Managing Member |
Engine Capital Management, LP
By: Engine Capital Management GP, LLC, General Partner
By: /s/ Arnaud Ajdler
Name: Arnaud Ajdler Title: Managing Member
Engine Capital Management GP, LLC
By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member
Engine Investments, LLC
By: /s/ Arnaud Ajdler
Name: Arnaud Ajdler Title: Managing Member
/s/ Arnaud Ajdler
ARNAUD AJDLER Individually and as attorney-in-fact for Sam Bakhshandehpour, Alan L. Bazaar, Charles R. Holzer, John T. Livingston and Stuart M. Milstein.
Engine Capital Nominates a Slate of Highly Qualified Director Candidates for Election at CMCT's 2021 Annual Meeting of Shareholders
Reiterates Belief that the Status Quo is Untenable and that the Company's Board Must Act Decisively to Unlock Shareholder Value
Confident that its Slate of Six Highly Qualified, Independent Nominees with Significant Relevant Industry and Financial Expertise Will Revitalize the Board and Deliver Results for all CMCT's Shareholders
NEW YORK, December 11, 2020 /Business Wire/ -- Engine Capital, L.P. (together with its affiliates, "Engine"), a shareholder of CIM Commercial Trust Corporation ("CMCT" or the "Company") (NASDAQ: CMCT) with an ownership of approximately 6.1% of the Company, today announced that it has nominated a slate of six highly qualified director candidates, Arnaud Ajdler, Sam Bakhshandehpour, Alan L. Bazaar, Charles R. Holzer, John T. Livingston and Stuart M. Milstein, for election to the board of directors of CMCT (the "Board") at the Company's upcoming 2021 Annual Meeting of Shareholders.
Engine believes the case for much-needed change at the Company is predicated on the following:
- · The Company's stock price trades at \$12.06 per share, 1 a staggering 57.7% discount relative to its latest Net Asset Value ("NAV") of \$28.49 per share, while CMCT's shareholders continue to pay a management fee to CMCT's external operator and administrative services provider (together with its affiliates, "CIM Group") based on that NAV, highlighting what is in our view a misalignment of incentives between CMCT's shareholders and CIM Group.
- · Engine's concerns that certain of the Board's actions overwhelmingly favor the interests of CIM Group (whose principal, Mr. Ressler, is also Chairman of the Board of CMCT) to the detriment of CMCT's shareholders, including the fact that CIM Group is paid an annual management fee that represents an amount in excess of 5% of the Company's market capitalization. 2
- · The Board's decision to pay CIM Group first quarter management fees calculated based on the \$28.49 NAV per share but paid in CMCT shares based on a value of \$11.60 per share, which we believe was a self-serving and incredibly dilutive share issuance at a ~59% discount to the CMCT's NAV per share, whereby the Board de facto issued 1.4% of the Company to CIM Group at a very depressed share price. 3
1 Based on the closing share price on December 10, 2020.
2 Calculated by annualizing the \$7,126,000 in asset management fees paid to CIM Group for Q1 through Q3 2020 as disclosed in the Company's Quarterly Report on Form 10-Q and dividing that number by CMCT's market capitalization on December 10, 2020.
3 Calculated by dividing the 203,349 shares of CMCT issued to CIM Group for Q1 2020's asset management fees in lieu of a cash payment by the 14,602,149 shares of CMCT outstanding prior to such issuance as disclosed in the Company's 2019 Annual Report on Form 10-K.
- · Engine's concerns about the potential conflicts of interest between CMCT and CIM Group and the priorities of CMCT's Board given that three of CMCT's board members (Mr. Ressler, Avraham Shemesh and Shaul Kuba) are principals of CIM Group.
- · Engine's belief that the Board has failed its unaffiliated shareholders by refusing to acknowledge the inherent challenges in maintaining the Company's status as a small cap public REIT with an oversized overhead structure and to initiate a process to maximize value and allow shareholders to realize the intrinsic value of CMCT.
Engine believes shareholder engagement by a board is a basic bedrock of good corporate governance and questions CIM Group's recent public commitment to Environmental, Social and Governance (ESG) principles 4 while its Principal, Mr. Ressler, who is Chairman of the Board of CMCT, has been unwilling, despite numerous requests, to engage with Engine, the Company's largest unaffiliated shareholder.
Arnaud Ajdler, Managing Member of Engine Capital said "It is clear to us that the Board can no longer take a "business as usual" approach to overseeing the Company. Given the level of dissatisfaction expressed by the unaffiliated shareholders at the previous Annual Meeting, we expected the Board to have been more willing to work collaboratively with us in order to avoid a proxy contest. While we remain open to constructive dialogue, given the current Board's intransigent refusal to meet with us to discuss a framework to achieve that objective, we are left with no choice but to nominate a slate of six highly qualified director candidates at the upcoming Annual Meeting. CMCT deserves a board that is fully aligned with its shareholders and whose reputation is not eclipsed by any potential conflicts of interest. Our nominees are experienced business leaders with relevant industry experience that are committed to acting in the best interest of all shareholders as independent directors."
Engine's nominees are:
Arnaud Ajdler is the Managing Partner of Engine Capital Management, LP, a value-oriented investment firm and the Company's largest unaffiliated shareholder. Engine believes that Mr. Ajdler's investment expertise across a broad range of industries, together with his significant public company board experience and strong alignment with the interests of the Company's shareholders will make him a valuable asset to the Board.
Sam Bakhshandehpour currently serves as the President of ThinkFoodGroup, the company behind José Andrés' restaurant group. He is also the CEO & Managing Partner of Silverstone, a vertically integrated hospitality and lifestyle firm, and the Co-Founder and Principal of Cultivate Hospitality Group, a full-service food & beverage management consulting firm. Engine believes that Mr. Bakhshandehpour is a seasoned business executive whose leadership roles in real estate, hospitality and investment banking will make him a valuable addition to the Board.
4 See page 12 of CMCT's Q3 2020 Presentation attached as Exhibit 99.2 to the Company's Current Report on 8-K, filed on November 9, 2020.
Alan L. Bazaar is the Chief Executive Officer of Hollow Brook Wealth Management LLC, an investment advisory services firm. Currently, Mr. Bazaar serves as the Chairman of the Board of Directors of Wireless Telecom Group, Inc. (NYSE AMERICAN: WTT), which designs and manufactures radio frequency and microwave-based products for wireless and advanced communications industries. Engine believes that Mr. Bazaar's successful track record as an accomplished business leader with significant experience as a CEO and public company director would make him a valuable addition to the Board.
Charles R. Holzer is the Chief Executive Officer and owner of Worth Capital Holdings LLC, where some of his responsibilities have included the acquisition, financing, development and management of \$1,000,000,000 in various real estate transactions as well as the creation, operation and eventual sale of a nationwide commercial mortgage finance company. Currently, Mr. Holzer serves on the Board of Directors of each of Waitr Holdings Inc. (NASDAQ: WTRH), a leader in on-demand food ordering and delivery, the Treehouse Real Estate Investment Trust Inc., a real estate investment company, and BeaconLight Capital, LLC, an alternative asset management firm,. Engine believes that Mr. Holzer's significant financial and managerial experience, which includes real estate investments and development, makes him well qualified to serve on the Board.
John T. Livingston has served as an active private investor in real estate projects nationally, since August 2018. Most recently, Mr. Livingston was the Founder and served as the Chief Executive Officer of AECOM Capital, a co-GP real estate fund and subsidiary of AECOM (NYSE: ACM), a premier global infrastructure consulting firm, from October 2012 to August 2018. Engine believes that Mr. Livingston's expertise in real estate as a result of decades of experience as a lender, acquisitions officer, professor, developer, investor, president and chief executive officer of both a development and construction company, make him well qualified to serve on the Board.
Stuart M. Milstein is the Founder and Principal of Drake Street Partners LLC, which is a real estate investment firm focused on value-add repositioning opportunities in the New York metro area. Mr. Milstein's professional experience includes prior roles as Senior Vice President – Acquisitions for Beacon Capital Partners, LLC, a real estate investment firm and Vice President – Acquisitions and Capital Markets for Vornado Realty Trust (NYSE: VNO). Engine believes that Mr. Milstein's significant experience in the real estate investment industry will make him a valuable addition to the Board.
ABOUT ENGINE CAPITAL
Engine Capital is a value-oriented special situations fund that invests both actively and passively in companies undergoing change.
Investor contact: Engine Capital, L.P. Arnaud Ajdler (212) 321-0048 [email protected]
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Engine Capital, L.P. ("Engine Capital"), together with the other participants named herein (collectively, "Engine"), intends to file a preliminary proxy statement and an accompanying WHITE proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of director nominees at the 2021 annual meeting of stockholders of CIM Commercial Trust Corporation, a Delaware corporation (the "Company").
ENGINE STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A WHITE PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are expected to be Engine Capital, Engine Jet Capital, L.P. ("Engine Jet"), Engine Capital Management, LP ("Engine Management"), Engine Capital Management GP, LLC ("Engine GP"), Engine Investments, LLC ("Engine Investments"), Arnaud Ajdler, Sam Bakhshandehpour, Alan L. Bazaar, Charles R. Holzer, John T. Livingston and Stuart M. Milstein (collectively, the "Participants").
As of the date hereof, Engine Capital directly owned 749,179 shares of Common Stock, \$0.01 par value (the "Common Stock"), of the Company. As of the date hereof, Engine Jet directly owned 161,553 shares of Common Stock. Engine Management, as the investment manager of each of Engine Capital and Engine Jet, may be deemed the beneficial owner of the 910,732 shares of Common Stock owned directly by Engine Capital and Engine Jet. Engine GP, as the general partner of Engine Management, may be deemed the beneficial owner of the 910,732 shares of Common Stock owned directly by Engine Capital and Engine Jet. Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed the beneficial owner of the 910,732 shares of Common Stock owned directly by Engine Capital and Engine Jet. Mr. Ajdler, as the Managing Partner of Engine Management, and the Managing Member of each of Engine GP and Engine Investments, may be deemed the beneficial owner of the 910,732 shares of Common Stock owned directly by Engine Capital and Engine Jet. As of the date hereof, none of Messrs. Bakhshandehpour, Bazaar, Holzer, Livingston and Milstein beneficially owned any shares of Common Stock.
JOINT FILING AND SOLICITATION AGREEMENT
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of CIM Commercial Trust Corporation, a Maryland corporation (the "Company");
WHEREAS, Engine Capital, L.P., Engine Jet Capital, L.P., Engine Capital Management, LP, Engine Capital Management GP, LLC, Engine Investments, LLC and Arnaud Ajdler (together, "Engine"), Sam Bakhshandehpour, Alan L. Bazaar, Charles R. Holzer, John T. Livingston and Stuart M. Milstein wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the "Board") at the 2021 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the "2021 Annual Meeting") and for the purpose of taking all other action necessary to achieve the foregoing.
NOW, IT IS AGREED, this 11 th day of December 2020 by the parties hereto:
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In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of the undersigned (collectively, the "Group") agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.
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So long as this agreement is in effect, each of the undersigned shall provide written notice to Engine and Olshan Frome Wolosky LLP ("Olshan") of (i) any of their purchases or sales of securities of the Company or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than four (4) hours after each such transaction. For purposes of this agreement, the term "beneficial ownership" shall have the meaning of such term set forth in Rule 13d-3 under the Exchange Act.
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Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies for the election of the persons nominated by Engine to the Board at the 2021 Annual Meeting, (ii) taking such other actions as the parties deem advisable and (iii) taking all other action necessary or advisable to achieve the foregoing.
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Engine shall have the right to pre-approve all expenses incurred in connection with the Group's activities and agrees to pay directly all such preapproved expenses.
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Each of the undersigned agrees that any filing with the Securities and Exchange Commission, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group's activities set forth in Section 3 shall be as directed by Engine.
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The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party's right to purchase or sell securities of the Company, as it deems appropriate, in its sole discretion, provided that all such purchases and sales are made in compliance with all applicable securities laws and the provisions of this agreement.
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This agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
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This agreement is governed by and will be construed in accordance with the laws of the State of New York. In the event of any dispute arising out of the provisions of this agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.
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Any party hereto may terminate its obligations under this agreement on 24 hours' written notice to all other parties, with a copy by email or fax to Andrew Freedman at Olshan (email: [email protected]; Fax: (212) 451-2222).
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Each party acknowledges that Olshan shall act as counsel for both the Group and Engine relating to their investment in the Company.
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Each of the undersigned parties hereby agrees that this agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k) (1)(iii) under the Exchange Act.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the day and year first above written.
Engine Capital, L.P.
- By: Engine Investments, LLC General Partner
- By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member Engine Jet Capital, L.P.
By: Engine Investments, LLC General Partner
By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member
Engine Capital Management, LP
- By: Engine Capital Management GP, LLC General Partner
- By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member
Engine Capital Management GP, LLC
By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member
Engine Investments, LLC
By: /s/ Arnaud Ajdler
Name: Arnaud Ajdler Title: Managing Member
/s/ Arnaud Ajdler
Arnaud Ajdler
/s/ Sam Bakhshandehpour Sam Bakhshandehpour
/s/ Alan L. Bazaar
Alan L. Bazaar
/s/ Charles R. Holzer Charles R. Holzer
/s/ John T. Livingston John T. Livingston
/s/ Stuart M. Milstein
Stuart M. Milstein
ENGINE CAPITAL, L.P. 1345 Avenue of the Americas, 33rd Floor New York, New York 10105
[Nominee] [Address]
_________, 2020
Re: CIM Commercial Trust Corporation
Dear ______:
Thank you for agreeing to serve as a nominee for election to the Board of Directors of CIM Commercial Trust Corporation (the "Company") in connection with the proxy solicitation that Engine Capital, L.P. and certain of its affiliates (collectively, the "Engine Group") is considering undertaking to nominate and elect directors at the Company's 2021 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Engine Group Solicitation"). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter (this "Agreement") will set forth the terms of our agreement.
The members of the Engine Group agree to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Engine Group Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this Agreement; provided further, that upon your becoming a director of the Company, this indemnification shall not apply to any claims made against you in your capacity as a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys' fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Engine Group Solicitation and any related transactions (each, a "Loss").
In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the Engine Group prompt written notice of such claim or Loss (provided that failure to promptly notify the Engine Group shall not relieve us from any liability which we may have on account of this Agreement, except to the extent we shall have been materially prejudiced by such failure). Upon receipt of such written notice, the Engine Group will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein. The Engine Group may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.
You hereby agree to keep confidential and not disclose to any party, without the consent of the Engine Group, any confidential, proprietary or nonpublic information (collectively, "Information") of the Engine Group, its affiliates or any members of any group formed by the Engine Group pursuant to Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended ("Schedule 13D Group") which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the Engine Group, its affiliates or any members of any Schedule 13D Group or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.
Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the Engine Group so that the Engine Group or any member thereof may seek a protective order or other appropriate remedy or, in the Engine Group's sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained or the Engine Group does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of the Engine Group and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.
All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the Engine Group and, upon the request of a representative of the Engine Group, all such Information shall be returned or, at the Engine Group's option, destroyed by you, with such destruction confirmed by you to the Engine Group in writing.
This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.
* * *
If you agree to the foregoing terms, please sign below to indicate your acceptance.
Very truly yours,
ENGINE CAPITAL, L.P.
By: Engine Investments, LLC General Partner
By:
Name: Arnaud Ajdler Title: Managing Member
ACCEPTED AND AGREED:
[NOMINEE]
Know all by these presents, that the undersigned hereby constitutes and appoints Arnaud Ajdler the undersigned's true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned's beneficial ownership of, or participation in a group with respect to, securities of CIM Commercial Trust Corporation, a Maryland corporation (the "Company"), directly or indirectly beneficially owned by Engine Capital, L.P. or any of its affiliates (collectively, the "Group"), and (ii) any proxy solicitation of the Group to elect the Group's slate of director nominees to the board of directors of the Company at the 2021 annual meeting of stockholders of the Company (the "Solicitation"). Such action shall include, but not be limited to:
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executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder in connection with the undersigned's beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
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if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned's beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
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executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;
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performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
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taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-infact, or such attorney-in-fact's substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11 th day of December 2020.
/s/ Sam Bakhshandehpour SAM BAKHSHANDEHPOUR
Know all by these presents, that the undersigned hereby constitutes and appoints Arnaud Ajdler the undersigned's true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned's beneficial ownership of, or participation in a group with respect to, securities of CIM Commercial Trust Corporation, a Maryland corporation (the "Company"), directly or indirectly beneficially owned by Engine Capital, L.P. or any of its affiliates (collectively, the "Group"), and (ii) any proxy solicitation of the Group to elect the Group's slate of director nominees to the board of directors of the Company at the 2021 annual meeting of stockholders of the Company (the "Solicitation"). Such action shall include, but not be limited to:
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executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder in connection with the undersigned's beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
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if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned's beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
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executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;
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performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
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taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-infact, or such attorney-in-fact's substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11 th day of December 2020.
/s/ Alan L. Bazaar ALAN L. BAZAAR
Know all by these presents, that the undersigned hereby constitutes and appoints Arnaud Ajdler the undersigned's true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned's beneficial ownership of, or participation in a group with respect to, securities of CIM Commercial Trust Corporation, a Maryland corporation (the "Company"), directly or indirectly beneficially owned by Engine Capital, L.P. or any of its affiliates (collectively, the "Group"), and (ii) any proxy solicitation of the Group to elect the Group's slate of director nominees to the board of directors of the Company at the 2021 annual meeting of stockholders of the Company (the "Solicitation"). Such action shall include, but not be limited to:
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executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder in connection with the undersigned's beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
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if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned's beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
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executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;
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performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
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taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-infact, or such attorney-in-fact's substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11 th day of December 2020.
/s/ Charles R. Holzer CHARLES R. HOLZER
Know all by these presents, that the undersigned hereby constitutes and appoints Arnaud Ajdler the undersigned's true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned's beneficial ownership of, or participation in a group with respect to, securities of CIM Commercial Trust Corporation, a Maryland corporation (the "Company"), directly or indirectly beneficially owned by Engine Capital, L.P. or any of its affiliates (collectively, the "Group"), and (ii) any proxy solicitation of the Group to elect the Group's slate of director nominees to the board of directors of the Company at the 2021 annual meeting of stockholders of the Company (the "Solicitation"). Such action shall include, but not be limited to:
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executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder in connection with the undersigned's beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
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if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned's beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
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executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;
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performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
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taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-infact, or such attorney-in-fact's substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11 th day of December 2020.
/s/ John T. Livingston JOHN T. LIVINGSTON
Know all by these presents, that the undersigned hereby constitutes and appoints Arnaud Ajdler the undersigned's true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned's beneficial ownership of, or participation in a group with respect to, securities of CIM Commercial Trust Corporation, a Maryland corporation (the "Company"), directly or indirectly beneficially owned by Engine Capital, L.P. or any of its affiliates (collectively, the "Group"), and (ii) any proxy solicitation of the Group to elect the Group's slate of director nominees to the board of directors of the Company at the 2021 annual meeting of stockholders of the Company (the "Solicitation"). Such action shall include, but not be limited to:
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executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder in connection with the undersigned's beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
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if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned's beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
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executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;
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performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
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taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-infact, or such attorney-in-fact's substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11 th day of December 2020.
/s/ Stuart M. Milstein STUART M. MILSTEIN
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
(Amendment No. )1
CIM Commercial Trust Corporation (Name of Issuer)
Common Stock, \$0.001 par value (Title of Class of Securities)
125525584 (CUSIP Number)
ANDREW FREEDMAN, ESQ. RYAN NEBEL, ESQ. OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York, New York 10019 (212) 451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 18, 2020 (Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAME OF REPORTING PERSON | |||
|---|---|---|---|---|
| ENGINE CAPITAL, L.P. | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
|||
| 3 | SEC USE ONLY | |||
| 4 | ||||
| SOURCE OF FUNDS | ||||
| WC | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR | ☐ | ||
| 2(e) | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| DELAWARE | ||||
| NUMBER OF SHARES |
7 | SOLE VOTING POWER | ||
| BENEFICIALLY | 750,749 | |||
| OWNED BY | 8 | SHARED VOTING POWER | ||
| EACH | ||||
| REPORTING PERSON WITH |
9 | - 0 - SOLE DISPOSITIVE POWER |
||
| 750,749 | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| - 0 - | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 750,749 | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 5.1% | ||||
| 14 | TYPE OF REPORTING PERSON | |||
| PN | ||||
| 1 | NAME OF REPORTING PERSON | ||
|---|---|---|---|
| ENGINE JET CAPITAL, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ |
||
| (b) ☐ | |||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| 5 | WC | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR | ☐ |
| 2(e) | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| DELAWARE | |||
| NUMBER OF | 7 | SOLE VOTING POWER | |
| SHARES | |||
| BENEFICIALLY OWNED BY |
8 | 161,885 SHARED VOTING POWER |
|
| EACH | |||
| REPORTING | - 0 - | ||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |
| 161,885 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 11 | - 0 - AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
||
| 161,885 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 14 | 1.1% TYPE OF REPORTING PERSON |
||
| PN |
| 1 | NAME OF REPORTING PERSON | ||
|---|---|---|---|
| ENGINE CAPITAL MANAGEMENT, LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ |
||
| (b) ☐ | |||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR | ☐ | |
| 2(e) | |||
| 6 | |||
| CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| DELAWARE | |||
| NUMBER OF | 7 | SOLE VOTING POWER | |
| SHARES BENEFICIALLY |
912,634 | ||
| OWNED BY | 8 | SHARED VOTING POWER | |
| EACH | |||
| REPORTING PERSON WITH |
- 0 - | ||
| 9 | SOLE DISPOSITIVE POWER | ||
| 912,634 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| - 0 - | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 912,634 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 6.2% | |||
| 14 | TYPE OF REPORTING PERSON | ||
| PN |
| 1 | NAME OF REPORTING PERSON | ||
|---|---|---|---|
| ENGINE CAPITAL MANAGEMENT GP, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ |
||
| (b) ☐ | |||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR | ☐ | |
| 2(e) | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| DELAWARE | |||
| NUMBER OF | 7 | SOLE VOTING POWER | |
| SHARES | |||
| BENEFICIALLY | 912,634 | ||
| OWNED BY | 8 | SHARED VOTING POWER | |
| EACH | |||
| REPORTING | - 0 - | ||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |
| 912,634 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| - 0 - | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 12 | 912,634 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 6.2% | |||
| 14 | TYPE OF REPORTING PERSON | ||
| OO | |||
| 1 | NAME OF REPORTING PERSON | ||
|---|---|---|---|
| ENGINE INVESTMENTS, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ |
||
| (b) ☐ | |||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR ☐ |
||
| 2(e) | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| DELAWARE | |||
| NUMBER OF | 7 | SOLE VOTING POWER | |
| SHARES BENEFICIALLY |
912,634 | ||
| OWNED BY | 8 | SHARED VOTING POWER | |
| EACH | |||
| REPORTING | - 0 - | ||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |
| 912,634 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| - 0 - | |||
| 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|||
| 912,634 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 6.2% | |||
| 14 | TYPE OF REPORTING PERSON | ||
| OO |
| 1 | NAME OF REPORTING PERSON | ||||||
|---|---|---|---|---|---|---|---|
| ARNAUD AJDLER | |||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ |
||||||
| (b) ☐ | |||||||
| 3 | SEC USE ONLY | ||||||
| 4 | SOURCE OF FUNDS | ||||||
| OO | |||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR ☐ |
||||||
| 2(e) | |||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||
| BELGIUM | |||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||
| SHARES | |||||||
| BENEFICIALLY | 912,634 | ||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||
| EACH | |||||||
| REPORTING | - 0 - | ||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||
| 912,634 | |||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||
| - 0 - | |||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||
| 912,634 | |||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||
| 6.2% | |||||||
| 14 | TYPE OF REPORTING PERSON | ||||||
| IN |
The following constitutes the Schedule 13D filed by the undersigned (the "Schedule 13D").
Item 1. Security and Issuer.
This statement relates to the common stock, \$0.001 par value per share (the "Shares"), of CIM Commercial Trust Corporation, a Maryland corporation and real estate investment trust (the "Issuer"). The address of the principal executive offices of the Issuer is 17950 Preston Road, Suite 600, Dallas, Texas 75252.
- Item 2. Identity and Background.
- (a) This statement is filed by:
- (i) Engine Capital, L.P., a Delaware limited partnership ("Engine Capital"), with respect to the Shares directly and beneficially owned by it;
- (ii) Engine Jet Capital, L.P., a Delaware limited partnership ("Engine Jet"), with respect to the Shares directly and beneficially owned by it;
- (iii) Engine Capital Management, LP, a Delaware limited partnership ("Engine Management"), as the investment manager of each of Engine Capital and Engine Jet;
- (iv) Engine Capital Management GP, LLC, a Delaware limited liability company ("Engine GP"), as the general partner of Engine Management;
- (v) Engine Investments, LLC, a Delaware limited liability company ("Engine Investments"), as the general partner of each of Engine Capital and Engine Jet; and
- (vi) Arnaud Ajdler, as the managing partner of Engine Management and the managing member of each of Engine GP and Engine Investments.
- (a) This statement is filed by:
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of the Reporting Persons is 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105.
(c) The principal business of each of Engine Capital and Engine Jet is investing in securities. Engine Management is the investment manager of each of Engine Capital and Engine Jet. Engine GP serves as the general partner of Engine Management. Engine Investments serves as the general partner of each of Engine Capital and Engine Jet. Mr. Ajdler serves as the managing partner of Engine Management and the managing member of each of Engine GP and Engine Investments.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Ajdler is a citizen of Belgium.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares purchased by each of Engine Capital and Engine Jet were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 750,749 Shares beneficially owned by Engine Capital is approximately \$10,901,298, including brokerage commissions. The aggregate purchase price of the 161,885 Shares beneficially owned by Engine Jet is approximately \$2,350,661, including brokerage commissions.
Item 4. Purpose of Transaction.
The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
On May 18, 2020, the Reporting Persons issued a public letter (the "Letter") to the Issuer's Board of Directors (the "Board") which, among other things, expressed certain of the Reporting Persons' concerns as well as highlighted potential opportunities for the Issuer to maximize stockholder value. The Reporting Persons expressed their concerns that the Board may be favoring the interests of the Issuer's external operator and administrative services provider to the detriment of the Issuer's stockholders. Given the significant discount to net asset value that the Issuer's Shares trade, the Reporting Persons called on the Board to immediately stop any plans to raise equity at this point in time, and expressed their belief that a liquidation or a sale represents the best risk-adjusted path forward for stockholders. The full text of the Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Reporting Persons intend to engage in discussions with management and the Board of the Issuer and others regarding means to maximize and protect stockholder value.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning strategic alternatives, changes to the capitalization, ownership structure, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
Item 5. Interest in Securities of the Issuer.
The aggregate percentage of Shares reported owned by each person named herein is based upon 14,827,410 Shares outstanding as of May 7, 2020, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2020.
A. Engine Capital
(a) As of the date hereof, Engine Capital directly owned 750,749 Shares.
Percentage: Approximately 5.1%
- (b) 1. Sole power to vote or direct vote: 750,749
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 750,749
-
- Shared power to dispose or direct the disposition: 0
-
B. Engine Jet
(a) As of the date hereof, Engine Jet directly owned 161,885 Shares.
Percentage: Approximately 1.1%
-
(b) 1. Sole power to vote or direct vote: 161,885
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 161,885
-
- Shared power to dispose or direct the disposition: 0
-
-
C. Engine Management
- (a) Engine Management, as the investment manager of each of Engine Capital and Engine Jet, may be deemed to beneficially own the 912,634 Shares owned in the aggregate by Engine Capital and Engine Jet.
Percentage: Approximately 6.2%
- (b) 1. Sole power to vote or direct vote: 912,634
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 912,634
-
- Shared power to dispose or direct the disposition: 0
-
- D. Engine GP
- (a) Engine GP, as the general partner of Engine Management, may be deemed to beneficially own the 912,634 Shares owned in the aggregate by Engine Capital and Engine Jet.
Percentage: Approximately 6.2%
- (b) 1. Sole power to vote or direct vote: 912,634
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 912,634
-
- Shared power to dispose or direct the disposition: 0
-
- E. Engine Investments
- (a) Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the 912,634 Shares owned in the aggregate by Engine Capital and Engine Jet.
Percentage: Approximately 6.2%
- (b) 1. Sole power to vote or direct vote: 912,634
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 912,634
-
- Shared power to dispose or direct the disposition: 0
-
- F. Arnaud Ajdler
- (a) Mr. Ajdler, as the managing partner of Engine Management and the managing member of each of Engine GP and Engine Investments, may be deemed to beneficially own the 912,634 Shares owned in the aggregate by Engine Capital and Engine Jet.
Percentage: Approximately 6.2%
- (b) 1. Sole power to vote or direct vote: 912,634
-
- Shared power to vote or direct vote: 0
-
- Sole power to dispose or direct the disposition: 912,634
-
- Shared power to dispose or direct the disposition: 0
-
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
- (c) There have been no transactions in the Shares by the Reporting Persons during the past sixty days.
- (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
- (e) Not applicable.
- Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
On May 18, 2020, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of the Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
- Item 7. Material to be Filed as Exhibits.
- 99.1 Letter to the Board, dated May 18, 2020.
- 99.2 Joint Filing Agreement, dated May 18, 2020.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
13
Dated: May 18, 2020
| Engine Capital, L.P. | |||
|---|---|---|---|
| By: | General Partner | Engine Investments, LLC, | |
| By: | /s/ Arnaud Ajdler | ||
| Name: Title: |
Arnaud Ajdler Managing Member |
||
| Engine Jet Capital, L.P. | |||
| By: | Engine Investments, LLC, General Partner |
||
| By: | /s/ Arnaud Ajdler | ||
| Name: Title: |
Arnaud Ajdler Managing Member |
||
| Engine Capital Management, LP | |||
| By: | Engine Capital Management GP, LLC, General Partner |
||
| By: | /s/ Arnaud Ajdler | ||
| Name: Title: |
Arnaud Ajdler Managing Member |
||
| Engine Capital Management GP, LLC | |||
| By: | /s/ Arnaud Ajdler | ||
| Name: Title: |
Arnaud Ajdler Managing Member |
||
| Engine Investments, LLC | |||
| By: | /s/ Arnaud Ajdler |
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect the shares of common stock, par value \$0.001 per share, of CIM Commercial Trust Corporation, a Maryland corporation and real estate investment trust. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Dated: May 18, 2020
| Engine Capital, L.P. | ||
|---|---|---|
- By: Engine Investments, LLC, General Partner
- By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member
Engine Jet Capital, L.P.
- By: Engine Investments, LLC, General Partner
- By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member
Engine Capital Management, LP
- By: Engine Capital Management GP, LLC, General Partner
- By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member
Engine Capital Management GP, LLC
By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member
Engine Investments, LLC
By: /s/ Arnaud Ajdler
Name: Arnaud Ajdler Title: Managing Member
/s/ Arnaud Ajdler
ARNAUD AJDLER